Exhibit 4.1


 


October 17,
2005


 


Mr. Thomas O.
Miller


UNOVA, Inc.


6001 36th
Avenue West


Everett, WA 98203


 


Re:  Employment Agreement


 


Dear Tom:


 


This letter
agreement (the “Agreement”) sets forth the terms and conditions on which UNOVA, Inc.
(the “Company”) is willing to continue your employment and it supersedes the
letter I sent to you on September 21, 2005.  Unless expressly stated otherwise herein,
this Agreement supersedes all prior agreements, whether written or oral,
between you and the Company concerning the subject matter of this
Agreement.  Capitalized terms not
otherwise defined in this Agreement are defined in paragraph 23 herein.


 


If you accept this
Agreement within the time specified in paragraph 22 and if you do not exercise
the revocation right granted to you in paragraph 22, the following terms and
conditions will apply.  Upon your
acceptance of the Agreement, we will be required to disclose material terms of
the agreement in an SEC Form 8-K and to file the Agreement as an exhibit
to our SEC 10-Q for the 3rd Quarter of 2005.


 


1.              Employment
and Term of Employment


 


On the
Effective Date, you will assume the new role of Vice President, Corporate
Development for the Company.  In this
capacity, you will report to me in my role as the Chief Executive Officer of
the Company and you will perform the functions and duties which I assign to
you.  You will remain in your new role
until July 8, 2006 (the “Termination Date”).  On the Termination Date, you will retire from
the Company pursuant to the terms of this Agreement.


 


2.              Base
Salary and Bonus Opportunity


 


During
the period from the Effective Date through the Termination Date, you will
receive a base salary of $350,300 per year, less income tax withholding and
other payroll deductions required by law or elected by you.  This base salary will not be increased or
decreased prior to the Termination Date.


 


In
addition to your base salary, you will be eligible for a bonus under the 2005
UNOVA annual incentive compensation plan (the “2005 AICP”) with a target of 80%
of your base salary.  Your target bonus
for 2005 will not be increased or decreased prior to January 1, 2006.  Since 2005 bonus awards are subject to the
Company’s achievement of the performance goals set by the Compensation
Committee of the Company’s Board of Directors and all other terms of the 2005
AICP, you may or may not receive any bonus for 2005 and, if


 





















 


any
bonus is awarded to you for 2005, the amount of that bonus may be greater or
less than your target bonus.  Any bonus
awarded to you for 2005 will be subject to income tax withholding and other
payroll deductions required by law or elected by you.


 


With
the exception of the 2005 AICP bonus described above, you will not be eligible
for any bonus under any incentive compensation plan of the Company, its
subsidiaries or affiliates during the period from the Effective Date through
the Termination Date.


 


3.              Standard
Benefits


 


During
the period from the Effective Date through the Termination Date, you will
continue to participate in and receive benefits under the Company’s standard
employee benefit plans and programs for its senior executives, including,
without limitation, the Company’s 401(k) plan, pension plan, health, dental,
vision, life and AD&D and disability insurance plans, the employee stock
purchase plan and the auto allowance policy.


 


Following
the Termination Date, you will be notified of your right to elect the
continuation of certain group health plan coverage in compliance with the
federal law known as “COBRA.”  If you
timely elect COBRA coverage for you and/or your eligible family members, you
will be solely responsible for payment of the related premiums.


 


We
understand that you have recently completed an estate planning process with
your personal advisors.  In accordance
with the Company’s estate planning reimbursement policy, the Company will
reimburse up to $2,500 of eligible estate planning costs you have incurred.


 


4.              Stock
Options, Restricted Stock Units and Performance Share Units


 


Your
outstanding vested UNOVA stock options (“SOs”), restricted UNOVA stock units (“RSUs”)
and performance share units (“PSUs”) are summarized in Exhibit A to this
Agreement.  Your rights with respect to
these vested SOs, RSUs and PSUs are set forth in the agreements in which the
Company granted them to you.


 


Your
outstanding unvested SOs, RSUs and PSUs are summarized on Exhibit A to
this Agreement.  Your rights with respect
to these unvested SOs, RSUs and PSUs are set forth in the agreements in which
the Company granted them to you.


 


During
the period from the Effective Date through the Termination Date, you will not
receive any new grants of SOs, RSUs, PSUs or any other form of equity incentive
compensation under any incentive plan of the Company, its subsidiaries or
affiliates.


 


5.              Special
Retirement Benefit


 


Since you will be less than 62 years of age
when you retire from the Company on the Termination Date, you will not be
eligible for the benefits set forth in the Company’s Supplemental Executive
Retirement Plan (the “SERP”) or the Company’s Restoration Plan (the “Restoration
Plan”).  In view of this, the Company
will provide you with a special


 


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retirement benefit (the “SRB”) equivalent to
the benefits you would have received if, on the Termination Date, you were
eligible for SERP and Restoration Plan benefits and you were retiring from the
Company at age 65.


 


Subject to paragraph 6 of this Agreement, you
will be eligible to receive SRB payments until the end of your life.  If you wish, you can obtain a survivorship
annuity for your spouse, Janice Miller, at a reduced SRB benefit.  You must decide whether to take the
survivorship annuity and select the level of the survivorship annuity at least forty-five
(45) days prior to the Termination Date. SRB payments will cease at the end of
your life or, if you take the survivorship annuity and your spouse survives
you, at the end of her life.


 


The SRB will be maintained as a bookkeeping
account in the books and records of the Company and you will have no present
ownership right or interest in the SRB, or in any assets of the Company with
respect to the SRB.  The SRB is and will
remain an unfunded and unsecured promise by the Company to make payments in the
future.  The SRB may not be sold,
assigned, pledged or otherwise hypothecated, transferred, or otherwise
alienated by you or your spouse.  Unless expressly permitted by this
Agreement, any attempt to transfer, hypothecate, alienate, garnish, execute or
levy upon the SRB will be null and void. 
With respect to the SRB, you and your beneficiaries will at all times be
general unsecured creditors of the Company.


 


The Company’s actuaries have estimated the
SRB with and without the survivorship annuity. 
These estimates are set forth in Exhibit B to this Agreement and
are based on the actuarial and other assumptions described in that
exhibit.  The estimates are subject to
final adjustment following the Termination Date based on the terms of the SERP
and Restoration Plan that the SRB is intended to emulate.


 


Subject to paragraph 6 of this Agreement, the
SRB will be paid at the times and in the form the SERP and Restoration Plan
benefits would have been paid to you if you were eligible to receive SERP and
Restoration Plan benefits on the Termination Date.  SRB payments will be subject to required
income tax withholding (including, without limitation, any income tax
withholding which may be required by Section 409A of the Internal Revenue
Code) and other payroll deductions required by law or elected by you.


 


6.                                      Section 409A


 


Notwithstanding anything to the contrary in
this Agreement, any SRB payments due to you from the Company pursuant to
paragraph 5 within the six (6) month period following the Termination
Date will accrue during such 6-month period and will become payable in a lump
sum payment on the business day immediately following the expiration of such 6-month
period, provided, however, that such benefits will be paid earlier, at the
times and on the terms set forth in the applicable provisions of
paragraph 5, if you advise the Company in writing that, after consulting
with your legal and tax advisers, you have determined that such earlier payment
of SRB benefits will not result in the imposition of the tax described in


 


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Section 409A of the Internal Revenue
Code of 1986, as amended, (“Section 409A) and the temporary or final
regulations or other guidance promulgated thereunder.


 


You understand and acknowledge that
regulations or other guidance implementing or interpreting Section 409A may
have not been issued or finalized as of the Effective Date of this Agreement
and it may be necessary or appropriate to amend this Agreement to avoid the
imposition of the tax described in Section 409A.  If such regulations or guidance are issued or
finalized and it is necessary or appropriate to amend this Agreement, this
Agreement will be amended to the extent necessary to avoid or minimize the
imposition of the tax described in Section 409A.


 


The parties agree to cooperate with each
other and to take the steps that are necessary or appropriate to effect such an
amendment of the Agreement.  You
acknowledge and agree that, if the tax described in Section 409A is, for
any reason whatsoever, imposed with respect to the SRB payments, you will be
solely responsible for payment of all such tax, including without limitation
the 20% tax on the SRB.


 


7.                                      Securities
Trading


 


During
the period from the Effective Date through the Termination Date, you will be
subject to the Company’s policy that precludes a non-executive officer from
directly or indirectly selling UNOVA securities if such transactions reduce the
executive’s holdings of UNOVA securities below the threshold established from
time to time by the Company.


 


If you
wish to conduct any trade of any kind in any UNOVA securities or any
derivatives thereof prior to the Termination Date or within sixty (60) days
after the Termination Date, you will give the Company advance notice of such
transactions and cooperate with the Company to ensure that such transactions
occur at a time and in a manner that will not be detrimental to the Company;
provided, however, that this notice and cooperation requirement will not apply
to any acquisitions of UNOVA securities you make pursuant to the Company’s employee
stock purchase program.


 


8.                                      Reporting


 


You acknowledge and agree that information
concerning the actual or anticipated compensation, other payments and benefits
due to you under this Agreement must be properly reported by you and by the
Company in accordance with all applicable laws and regulations.  You agree to cooperate with the Company in
reporting such information to the appropriate governmental authorities.


 


9.                                      Cooperation


 


Following the Termination Date, you will
cooperate with and assist the Company in its prosecution, conduct or defense of
litigation, claims, investigations or governmental audits in


 


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which you have relevant information or may be
a witness.  The Company will reimburse
you for the reasonable expenses you incur due to such cooperation and
assistance.


 


10.                               Noncompetition


 


Beginning on the Effective Date, you will not
(except with the prior written consent of the Company) (a) engage in, be
employed by, perform services for, participate in the ownership, management,
control or operation of, or otherwise be connected with, either directly or
indirectly, any of the entities identified below or (b) engage in any
other activity that interferes with the economic or business interests or contractual
relationship of the Company or any subsidiary or affiliate of the Company with
any of the entities identified below. 
You agree that the foregoing non-compete provisions will remain in
effect: (i) for your lifetime with respect to Tier I Companies, (ii) for
one (1) year after the Termination Date with respect to Tier II Companies
and (iii) for five (5) years after the Termination Date with respect
to Tier III Companies (collectively, the “Non-Compete Provisions”).


 


You agree that the Non-Compete Provisions are
reasonable in view of the expertise and the knowledge you gained while employed
by the Company, its subsidiaries and affiliates (a) with respect to
proprietary and confidential financial data, business strategies and business
plans of the Company, its subsidiaries and affiliates and (b) with respect
to privileged and confidential information concerning the claims, causes of
action, defenses, legal strategies and legal plans of the Company, its
subsidiaries and affiliates.  You also
agree that substantial harm would result to the Company, its subsidiaries and
affiliates if your expertise and knowledge are made available to or used by a
Tier I Company, Tier II Company or Tier III Company during the applicable term
of the Non-Compete Provisions.


 


11.                               Nondisparagement


 


Beginning on the Effective Date and
continuing through the Term of this Agreement, (i) the Company, its
directors, officers and employees will not make any disparaging or derogatory
remarks (whether oral or written) about you and (ii) you will not make any
disparaging or derogatory remarks (whether oral or written) about the Company,
its subsidiaries or affiliates or their officers, directors, employees or
agents, make any other remark or statement (whether oral or written) or engage any
conduct that is detrimental to the businesses or reputations of those persons
or entities.


 


This paragraph 11 is not intended to and
does not prevent you from making statements when required by law or order of a
court or government agency of competent jurisdiction; provided that, if you
receive legal process requiring such statements, you will promptly notify the
Company and cooperate with the Company in seeking a protective order or taking
other appropriate action with respect to such legal process.


 


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12.                               Nonsolicitation


 


You agree that, for the two (2) year
period following the Termination Date, you will not (a) directly or
indirectly solicit or entice any employee of the Company, its subsidiaries or
affiliates to terminate or reduce his or her employment relationship with the
Company, its subsidiaries or affiliates, or (b) hire as an employee,
independent contractor or otherwise, on your own behalf or on behalf of another
person or entity, any employee of the Company, its subsidiaries or affiliates.


 


13.                               General
Release of Existing Claims


 


You
(on your own behalf and on behalf of your successors, heirs, beneficiaries and permitted assigns) fully, finally
and forever expressly waive, release and discharge the Company, its
subsidiaries and affiliates and their officers, directors, employees and agents
of and from any and all claims, causes of action, claims for damages and claims
for relief of any kind or nature, whether known or unknown, asserted or unasserted,
that you may have on or prior to the Effective Date which are connected in any
way whatsoever with your employment with the Company, its subsidiaries or
affiliates (“Existing Claims”).


 


You
understand and agree that the foregoing release includes, but is not limited
to, any and all Existing Claims with respect to wages, bonuses, equity
compensation, or any other form of incentive compensation, or employment
benefits arising out of any oral or written contract or agreement (whether
express or implied by operation of law or otherwise), any covenant of good
faith and fair dealing (whether express or implied by operation of law or
otherwise), any theory of wrongful discharge, any common law or statutory legal
restriction on the Company’s or its subsidiaries’ or affiliates’ right to
change or terminate employment, any federal, state or other governmental
statute or ordinance or other legal limitation on the employment relationship,
including without limitation, Title VII of the Civil Rights Act of 1964, the federal
Age Discrimination in Employment Act, the federal American with Disabilities
Act, the federal Family and Medical Leave Act, the federal Employee Retirement
Income Security Act of 1974, the Washington State Law Against Discrimination,
equivalent laws or regulations of any state within the United States and
equivalent laws or regulations of any national or regional government or agency
outside of the United States.


 


You
also understand and agree that the foregoing release shall operate as a complete and total bar and
defense to any Existing Claim
that has or in the future may, directly or indirectly, be brought by you
or your successors, heirs, or beneficiaries against the Company, its subsidiaries or its affiliates.


 


You represent and warrant that you have not
directly or indirectly filed any complaints, charges or lawsuits against the
Company, its subsidiaries or affiliates with any governmental agency or any
court within or outside of the United States, and you agree that you will not
initiate or encourage any such actions. 
You also represent and warrant that you have not assigned any Existing
Claim to any third party, and that no third party has any ownership interest or
any lien of any kind or nature with respect to any Existing Claim.


 


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14.                               General
Release of Additional Claims


 


Following
the Termination Date, you will have twenty-one (21) calendar days to review
(with your legal counsel if you wish), sign and return to me the General
Release of Additional Claims attached as Exhibit C to this Agreement.  If you sign that General Release and return
it to me within such 21-day period, you will have an additional seven (7) calendar
days from the date you executed that General Release to revoke it.  If you do not revoke that General Release
within such 7-day period, it will become binding and enforceable on the day
after that revocation period expires.


 


15.                               Company
Disclosures Relating To This Agreement


 


As you
know, the Company is a publicly-traded company and may be required by law to
publicly disclose the signing of this Agreement and some or all of its
terms.  You agree that the Company may
make such disclosures to the extent that the Company, in its sole discretion,
deems necessary or appropriate to comply with the laws and regulations within
or outside of the United States that apply to publicly-traded companies.


 


16.                               Other
Disclosures Relating To This Agreement


 


During
the Term of this Agreement, you will not make any statements, whether oral or
written, to any person or entity concerning this Agreement without the Company’s
prior written consent.


 


This paragraph 16 is not intended to and
does not prevent you from making truthful statements when required by law or
order of a court or government agency of competent jurisdiction; provided that,
if you receive legal process requiring such statements, you will promptly
notify the Company and cooperate with the Company in seeking a protective order
or taking other appropriate action with respect to such legal process.


 


17.                               Confidentiality
and Non-Use


 


You acknowledge and agree that information
not generally known to the public that relates to the business, technology,
customers, prospects, employees, finances, legal activities, plans, proposals,
policies or practices of the Company, its subsidiaries or affiliates or of any
third Parties doing business with the Company is confidential information (“Confidential
Information”) and the sole property of the Company, its subsidiaries and
affiliates.  You further acknowledge and
agree that Confidential Information includes, but is not limited to, the trade
secrets, strategic plans, business plans, legal strategies, legal plans,
software programs, financial data, customer lists, identities of customers and
prospects, marketing plans, nonpublic financial information, any other
information about the Company, its subsidiaries or affiliates which they
designate as “confidential” and all other information about the Company, its
subsidiaries and affiliates that is not generally known to the public.  Confidential Information does not include (a) information
that is or becomes generally


 


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known to the public through no fault of your
own or (b) information received by you from a third party without a duty
of confidentiality.


 


During the period beginning on the Effective
Date and continuing through the Termination Date, you will not copy or in any
way use any Confidential Information for any purpose other than the discharge
of your duties as an employee of the Company and you will not disclose any
Confidential Information to any Person other than the officers, directors,
employees and agents of the Company, its subsidiaries or affiliates without the
Company’s prior consent except as required by law; provided that, if you
receive legal process with regard to disclosure of any Confidential
Information, you will promptly notify the Company and cooperate with the
Company in seeking a protective order or taking other appropriate action with
respect to such legal process.


 


Following the Termination Date and continuing
for the remaining Term of this Agreement, you will not disclose to any third
party, or copy or in any way use any Confidential Information without the
Company’s prior written consent, except as required by law; provided that, if
you receive legal process with regard to disclosure of any Confidential
Information, you will promptly notify the Company and cooperate with the
Company in seeking a protective order or taking other appropriate action with
respect to such legal process.


 


You agree that, when your employment with the
Company terminates, regardless of the reasons therefor, you will deliver to the
Company, and not keep or deliver to anyone else, any and all notes, files, memoranda,
papers, electronic files and, in general, any and all physical material
containing Confidential Information, including without limitation, any and all
physical materials relating to the conduct of business of the Company or any
subsidiary or affiliate of the Company which are in your possession, except for
(a) any documents for which the Company or any subsidiary or affiliate of
the Company has given written consent to removal at the time of the termination
of your employment with the Company; and (b) your personal rolodex, phone
book and similar items.  You further
agree that following the termination of your employment with the Company, you
will not use any computer access code or password belonging to the Company and
that you will not access any computer or database in the possession, custody or
control of the Company.


 


18.                               Early
Termination of Employment and/or SRB Payments


 


(a) Notwithstanding
any other provision of this Agreement, the Company has the right (but not the
obligation) to immediately terminate your employment with the Company and
withhold any SRB payments due to you in the future under any of the following
circumstances:


 


(i) The
Company determines, in its sole discretion, that you have directly or
indirectly materially breached paragraphs 7, 8, 9, 10, 11, 12, 16 or 17 of this
Agreement or that you are going to materially breach one or more of those
paragraphs.


 


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(ii) The
Company determines, in its sole discretion, that the representations made by
you in paragraph 13 of this Agreement were false as of the Effective Date.


 


(iii) The
Company determines, in its sole discretion, that, during your employment with
the Company, its subsidiaries or affiliates (whether such employment occurred
before or after the Effective Date), you have directly or indirectly engaged in
or that you are directly or indirectly engaging in conduct that constitutes a
breach of fiduciary duty, actual or constructive fraud, gross negligence or
willful misconduct which has or could cause economic harm to or damage the
reputation of the Company, its subsidiaries or affiliates.


 


(iv) You
are convicted (including without limitation a plea of guilty or nolo
contendere) of a felony involving actual or constructive fraud, theft, or moral
turpitude while you were employed by the Company, its subsidiaries or
affiliates (whether such misconduct occurred before or after the Effective Date).


 


(b)         Notwithstanding any other provision of this
Agreement, the Company has the right (but not the obligation) to withhold any
SRB payments due to you in the future if you choose not to sign and return to
the Company the General Release of Additional Claims described in paragraph 14
of this Agreement and paragraph 2 of Exhibit C within the 21-day period
specified in those paragraphs or if you exercise your right to revoke that
General Release within the 7-day revocation period specified in paragraph 14 of
this Agreement and paragraph 2 of Exhibit C.


 


(c)          If the Company chooses to exercise its rights
under paragraphs 18(a) or 18(b) of this Agreement, the other
provisions of this Agreement will remain in full force and effect during your
lifetime.


 


(d)         The rights and remedies set forth in paragraphs
18(a), 18(b) and 18(c) are in addition to, and not in lieu of, any
other right or remedy afforded the Company under any other provision of this
Agreement or at law, in equity or otherwise.


 


(e)          If the Company fails to make SRB payments as and
when required by this Agreement and fails to cure such defaults within 30 days
after receiving a notice of default from you, you will be released from the
Non-Compete Provisions.  This remedy is
in addition to, and not in lieu of, any other right or remedy afforded to you
under any other provision of this Agreement or at law, in equity or otherwise.


 


19.                               Enforcement
of This Agreement


 


You agree that if you materially
breach paragraphs 7, 8, 9, 10, 11, 12, 16 or 17 of this Agreement, the Company,
its subsidiaries and its affiliates will sustain immediate and irreparable injury.  In the event of such a breach, the Company
may file any claim for breach of or to enforce this Agreement in any court of
law or tribunal of competent jurisdiction whether within or outside of the
United States.


 


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Upon receiving actual notice of the
Company’s action by the method for notice set forth in paragraph 20 of this
Agreement, you will waive and you will direct your attorneys to waive any and
all challenges to jurisdiction, venue, service of process and, if the court or
tribunal finds likelihood of success on the merits, you will agree and you will
direct your attorneys to agree to the entry of a temporary restraining order, a
preliminary injunction and a permanent injunction requiring full performance of
this Agreement.


 


In addition, if the court or
tribunal finds likelihood of success on the merits, the Company shall have the
right, but not the obligation, to terminate this Agreement and shall be
entitled to actual damages according to proof and reimbursement of the full
reasonable attorneys’ fees and costs it incurred in bringing such action.


 


20.                               Notices


 


Any and all notices, demands, or
other communications required or desired to be given hereunder by any Party
shall be in writing and shall be validly given or made to another Party if
personally served or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested or deposited with an
established overnight delivery service for delivery the next business day.  If such notice or demand is served
personally, notice shall be deemed constructively made at the time of such
personal service.  If such notice, demand
or other communication is given by mail, such notice shall be conclusively
deemed given five days after deposit thereof in the United States mail,
certified or registered mail, postage prepaid, return receipt requested,
addressed to the Party to whom such notice, demand or other communication is to
be given as follows:


 


If to Company:


 


Larry D. Brady


Chief Executive Officer


UNOVA, Inc.


6001 36th Avenue West


Everett, WA 98203


 


With a copy to:


 


Janis L. Harwell


Senior Vice President and General
Counsel


UNOVA, Inc.


6001 36th Avenue West,


Everett, WA 98203-1264


 


If to Thomas O. Miller:


 


 


 


 


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With a copy to:


 


 


 


Any Party hereto
may change its address for purposes of this paragraph 20 by written notice
given in the manner provided above.


 


21.                               Miscellaneous


 


(a)   Entire Agreement.  The Parties agree that this Agreement
contains the entire agreement and understanding of the Parties with respect to
the subject matter hereof and that there are no promises or terms of the
agreement between the Parties other than those expressly written in this
Agreement.


 


(b) 
Binding Effect.  This Agreement shall be binding Parties
and their respective successors, heirs, beneficiaries, permitted assigns,
subsidiaries and affiliates.


 


(c) Assignment.  No party may assign or otherwise transfer
(by operation of law or otherwise) this Agreement without the prior written
consent of the other party.


 


(d) Third Party Beneficiaries.  This Agreement is
only for the benefit of, and is only enforceable, by (i) you and your spouse,
Janice Miller, and (ii) the Company, its subsidiaries and affiliates and
their officers, directors, employees, agents, successors and assigns.  The Agreement is not intended to and shall
not be construed to confer any right or benefit on any third party other than
those identified in the preceding sentence of this paragraph 21(c).


 


(e) Severability.  If any provision or term of this
Agreement is determined by a court of law or government tribunal to be
unenforceable, then such unenforceable provision or term will be modified so as
to make it enforceable, or if that is not possible, then it will be deleted
from this Agreement, and the remaining part of the Agreement shall remain in
full, force and effect, provided that the Company shall have the right (but not
the obligation) to immediately terminate your employment with the Company,
recapture any SRB payments made to you prior to such termination and withhold
any SRB payments due to you in the future in the event that one or more of
paragraphs 7, 9, 10, 11, 12, 13, 14, 16, 17, 18, 21(c) or 21(d) are
declared by a court or government tribunal of competent jurisdiction to be
unenforceable.


 


(f) Amendments, Waivers and
Modification.  No
amendment, waiver or modification of this Agreement will be enforceable unless
it is in writing, signed by authorized representatives of each of the Parties.


 


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(g) Controlling Law.  This Agreement will be interpreted, construed
and enforced in all respects in accordance with the laws of the State of
Washington, without reference to its choice of law or conflict of laws
principles.


 


(h) No Admission.  Nothing in this Agreement shall be construed
as an admission by the Company or any of its subsidiaries or affiliates with
respect to any Existing Claim or any other claim, cause of action, claim for
damages or other relief or otherwise that you may have as of or prior to the
Effective Date.


 


(i) Name Change.  As you know, the Company is planning to
change its name from UNOVA, Inc. to Intermec, Inc.  You agree that, if that change is made on or
prior to the Termination Date, the General Release of Additional Claims
attached hereto as Exhibit C can be revised to reflect the fact that the
Company’s name has been changed to Intermec, Inc.


 


(i) Headings.  The headings to the various sections of
this Agreement have been inserted for the convenience of the Parties only.  They shall not be used to interpret or
construe the meaning of the terms and provisions hereof.


 


(j) Counterparts.  This Agreement may be signed in counterparts
and, subject to paragraph 22, when each party has signed a counterpart, the
Agreement shall be final and binding upon the Parties.


 


22.  Review
and Revocation Periods


 


You
have until October 24, 2005 to review (with your legal counsel if you
wish), sign and return this Agreement to me. 
If you sign the Agreement and return it to me within that period, you
will have an additional seven (7) calendar days from the date you executed
the Agreement to revoke it.  If you do
not revoke the Agreement within such 7-day period, it will become binding and
enforceable on the day after that revocation period expires.


 


23.  Additional
Definitions


 


For
purposes of this Agreement, the following definitions apply:


 


(a)          “AIDC Industry” means companies that sell, offer to sell,
lease or offer to lease in any geographic market (i) products that print, capture
or collect data via automatic means (including but not limited to barcode,
printing, scanning or imaging, radio frequency identification (“RFID”), smart
cards, optical character recognition (“OCR”) or magnetic strips) and
subsequently store such data on a microprocessor-controlled device (including
but not limited to a computer) or (ii) RFID chips, RFID inserts or inlays,
RFID tags, RFID printers or RFID readers or terminals.


 


(b)         “Control” means beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934), directly or indirectly
of fifty percent (50%) or more of the direct or indirect combined voting power
of a 


 


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Person’s then outstanding voting equity
generally entitled to vote in the election of directors (or other participants
of the managing authority), or (ii) acquiring actual control of the
operations of a Person, whether by means of contract or otherwise; (ii) acquiring
control through a merger or consolidation involving Person if the equity
holders of that Person immediately before such
merger or consolidation, as a result of and after such merger or consolidation,
own, directly or indirectly, less than fifty percent (50%) of the combined
voting power of the then outstanding voting securities generally entitled to
vote in the election of directors (or other participants in the managing
authority) of the entity surviving or resulting from such merger or
consolidation; or (iii) acquiring control of a Person through the purchase
or other acquisition of all or substantially all of the assets of that Person.


 


(c)          “Effective Date” means September 10, 2005, the effective
date of this Agreement.


 


(d)         “Person” means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any other entity
or organization, including a government or political subdivision or any agency
or instrumentality thereof, whether for profit or not-for-profit.


 


(d)         “Term” means the period beginning on the Effective Date
through the date on which the last SRB payment you pursuant to paragraph 5 of
this Agreement.


 


(c)          “Tier I Companies” means Symbol Technologies, Inc.,  Zebra Technologies Corp., Handheld Products, Inc.,
Impinj, Inc., Applied Wireless Identifications, Inc., Alien
Technology Corporation, Motorola, Inc. and their subsidiaries, affiliates
and successors thereof (including any Person that obtains Control of any such
Tier I Company).


 


(d)         “Tier II Companies” means value-added resellers that have
been designated as Honours Partners by Intermec Technologies Corporation (“Intermec”).


 


(e)          “Tier III Companies” means (i) any Person that competes
in the AIDC Industry (other than the Tier I Companies and Tier II Companies)
and (ii) any Person that sets standards for hardware, software or
protocols made, used, sold, offered for sale, leased or offered for lease in
the AIDC Industry.


 


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Tom, we continue to value your association with the Company.  If you agree with the terms and conditions
set forth above, please fill in the notice information required in paragraph
20, sign the Agreement in the space provided below and return the signed
original to me for our files.  Please
maintain a copy for your own records.


 


Sincerely,


 


	
  /s/ Larry D. Brady

  	
   

  
	
  Larry D. Brady

  
	
  Chairman and

  
	
  Chief Executive Officer

  



 


I accept the terms and conditions described in this Agreement, which I
have read and understand.


 


 


	
  /s/ Thomas
  O. Miller

  	
   

  	
  October 21,
  2005

  	
   

  
	
  Thomas O.
  Miller

  	
   

  	
  Date

  	
   

  



 


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