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EXHIBIT 10.6
AMENDMENT
TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
WHEREAS, UNOVA, Inc., a Delaware corporation (the "Company"), and [Name of
Executive] (the "Executive") have previously entered into a certain Change of
Control Employment Agreement (the "Agreement") dated as of October 31, 1997; and
WHEREAS, the Company and the Executive desire to amend the Agreement in the
respects set forth herein;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Section 1(b) of the Agreement is hereby amended so as to delete the
present text thereof (constituting the definition of "Change of Control
Period") and to substitute in its place and stead the following text:
"(b) The "Change of Control Period" shall mean the period commencing
on the date hereof and ending on the fourth anniversary of the date
hereof; provided, however, that commencing on the date two years
after the date hereof, and on each second anniversary of such date
(such date and each such second anniversary thereof shall be
hereinafter referred to as the "Renewal Date"), unless previously
terminated, the Change of Control Period shall be automatically
extended so as to terminate four years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall
give notice to the Executive that the Change of Control Period shall
not be so extended."
2. Section 4(b)(ii) of the Agreements is hereby amended so as to delete
the present text thereof and to substitute in its place and stead the
following text:
"(ii) Annual Bonus. In addition to Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus in cash at least equal to the higher of (A)
the Executive's highest award or awards for any fiscal year under
the UNOVA, Inc. Management Incentive Compensation Plan (effective
for the 1999 fiscal year and thereafter) or under any predecessor or
successor plan or plans which provide for the grant of annual cash
bonuses or other short-term cash incentive awards during the last
three full fiscal years prior to the Effective Date or (B) the
Target Bonus (as that term is defined in the UNOVA, Inc. Management
Incentive Compensation Plan) applicable to the Executive for the
fiscal year during which the Effective Date occurs, or if the
Management Incentive Compensation Plan is not in effect for such
fiscal year, the target bonus or award which the Executive would
earn for such year under any plan
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or arrangement in which the Executive participates or is eligible to
participate assuming the attainment of any performance goals or
similar criteria to the extent necessary for the Executive to
qualify to receive the target award thereunder. The amount which is
the higher of the amounts described in clause (A) and clause (B)
above is hereinafter called the "Annual Bonus."
"Notwithstanding the foregoing, the following additional provisions
shall be applicable to the definition of "award" or "awards" or
"bonus" or "bonuses" as those terms are used in the preceding
paragraph:
"(1) When made under the UNOVA, Inc. Management Incentive
Compensation Plan or any other annual incentive plan which
provides that a portion of an annual award shall be deposited in
a so-called "Bonus Bank" and shall remain "at risk," the award
or bonus, in such case, shall (except as provided in clause (2)
below) comprise ONLY the portion of the annual award which is
paid to the Executive on a current basis and shall NOT include
any amount of the award required to be deposited to a Bonus
Bank. However, the award or bonus shall also include any amount
paid to the Executive as a periodic payment from the Bonus Bank
during the year with respect to which the amount was made (but
shall not include any payment from the Bonus Bank made solely as
a result of termination of employment);
"(2) The award or bonus for any fiscal year or portion thereof
shall include any part of such bonus or award, the payment of
which is deferred to a subsequent fiscal year or years at the
election of the Executive; and
"(3) In the case of any bonus or award made with respect to a
period other than a full fiscal year, the amount of such bonus
shall not be annualized, and the bonus or award, if it related
to more than one fiscal year, shall be prorated so that only the
portion thereof attributable to a particular fiscal year shall
be counted as part of the total award or bonus for that fiscal
year.
"Any Annual Bonus plus unpaid but due amounts from prior awards plus
any amounts payable from a so called Bonus Bank shall be paid in
accordance with the applicable plan but in no event later than the
last day of the Employment Period. In no event shall the Executive
forfeit any balance in a Bonus Bank upon termination of employment
for any reason following a Change of Control."
3. Section 5(c) of the Agreement is hereby amended so as to delete the
final sentence thereof and to substitute in its place and stead the
following two sentences:
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"Anything in this Agreement to the contrary notwithstanding, if (A)
a Change of Control has occurred and (B) in connection with, or as a
result of, such Change of Control, prior to the first anniversary of
the Effective Date, individuals who were members of the Board
immediately prior to such Change of Control cease to constitute a
majority of the Board or a majority of the board of directors of the
corporation resulting from a Business Combination that constituted
such Change of Control, then a termination by the Executive for any
reason during the Window Period (as defined in the following
sentence) shall be deemed to be a termination for Good Reason for
all purposes of this Agreement. The "Window Period" shall mean the
30-day period commencing on the first anniversary of the later of
(1) the Effective Date and (2) the date of the event described in
clause (B) of the preceding sentence."
4. Except as specifically amended by this instrument, each and every
term of the Agreement is hereby ratified and confirmed and shall remain
in full force and effect.
5. This Amendment shall become effective as of the date set forth below
when a counterpart hereof has been signed by the Executive and lodged
with the Secretary of the Company.
6. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware, without reference to principles of
conflicts of law.
IN WITNESS WHEREOF, this Amendment has been executed by the Company and the
Executive as of the date hereafter set forth.
DATE:
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UNOVA, INC.
By
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[Name of Executive]
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