0001104659-04-034649 Sample Contracts

UNOVA, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • Delaware

This Restricted Stock Unit Agreement (“Agreement”) is made as of the 6th day of May, 2004, between UNOVA, Inc., a Delaware corporation (the “Company”) and Thomas O. Miller (the “Grantee”).

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UNOVA, Inc.
Performance Share Unit Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • Delaware

This Performance Share Unit Agreement (the “Agreement”) is made as of the day of , , between UNOVA, Inc., a Delaware corporation (the “Company”) and (the “Participant”).

UNOVA, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • Delaware
UNOVA, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • Delaware

This Restricted Stock Agreement (the “Agreement”) is made as of the day of , , between UNOVA, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

UNOVA, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Qualified Stock Option Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • Delaware
CREDIT AGREEMENT (U.S. $100,000,000) Dated as of September 30, 2004 among UNOVA, INC., UNOVA INDUSTRIAL AUTOMATION SYSTEMS, INC., INTERMEC TECHNOLOGIES CORPORATION, INTERMEC INTERNATIONAL INC., INTERMEC TECHNOLOGIES MANUFACTURING, LLC,
Credit Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • New York

UNOVA, INC., a Delaware corporation, UNOVA INDUSTRIAL AUTOMATION SYSTEMS, INC., a Delaware corporation, INTERMEC TECHNOLOGIES CORPORATION, a Washington corporation, INTERMEC INTERNATIONAL INC., a Washington corporation, INTERMEC TECHNOLOGIES MANUFACTURING, LLC, a Washington limited liability company, INTERMEC IP CORP., a Delaware corporation, and UNOVA IP CORP., a Delaware corporation, each a Borrower and collectively as the Borrowers, the financial institutions listed on the signature pages of this Agreement, as the Lenders, KEYBANK NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent for the Lenders, and KEYBANK NATIONAL ASSOCIATION, a national banking association, as the LC Issuer, hereby agree as follows:

UNOVA, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of the day of , , between UNOVA, Inc., a Delaware corporation (the “Company”) and (the “Grantee”).

SECURITY AGREEMENT—BORROWERS
Security Agreement • November 9th, 2004 • Unova Inc • Computer peripheral equipment, nec • New York

SECURITY AGREEMENT, dated as of September 30, 2004 (this “Agreement”), among each of UNOVA, INC., a Delaware corporation, UNOVA INDUSTRIAL AUTOMATION SYSTEMS, INC., a Delaware corporation, INTERMEC TECHNOLOGIES CORPORATION, a Washington corporation, INTERMEC INTERNATIONAL INC., a Washington corporation, INTERMEC TECHNOLOGIES MANUFACTURING, LLC, a Washington limited liability company, INTERMEC IP CORP., a Delaware corporation and UNOVA IP CORP., a Delaware corporation (together, the “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent (the “Administrative Agent”) for the benefit of the Secured Parties (each as defined below).

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