2004 LONG-TERM PERFORMANCE SHARE PROGRAM AMENDMENT TO PERFORMANCE SHARE UNIT AGREEMENTS

Exhibit 10.31

2004 LONG-TERM PERFORMANCE SHARE PROGRAM

AMENDMENT TO PERFORMANCE SHARE UNIT AGREEMENTS

WHEREAS, UNOVA, Inc., a Delaware corporation (the “Company”), and «Name» (the “Participant”) have previously entered into a Performance Share Unit Agreement dated as of May 6, 2004 and a Performance Share Unit Agreement dated as of May 17, 2005 (together, the “Agreements”); and

WHEREAS, the Company and the Participant desire to amend the Agreements in the respects set forth herein;

NOW, THEREFORE, the Company and the Participant hereby agree as follows:

1.      The third sentence of the first paragraph of Article 1 of each of the Agreements is hereby amended to read in its entirety as follows:

“The Awarded Shares shall be paid in shares of the common stock, par value $.01 per share, of the Company (the ‘ Common Stock ’), as set forth in Article 6 of