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Exhibit 99(a)(2)
August 24, 2001
[Address]
Subject: Option Exchange Program
Dear [Name]
We believe that stock ownership in UNOVA, Inc. by our employees is a strong motivating factor in aligning our interests with those of other shareholders. The stock option plans we have put in place since the inception of UNOVA were designed to achieve this result. Similarly, these stock option plans also create strong incentives for employee retention and a balanced, stable work force.
Regrettably, our current stock price is less than the exercise price of many outstanding options. This negatively impacts the principal purposes of the stock incentive plans, which are: ? Align employee interests with shareholders
? Retention of key employees
? Stability of management workforce
In order to better achieve these purposes, the Board of Directors has approved an Option Exchange Program under which you may exchange some of your options for shares of Restricted Stock that will vest over a three-year period. The Board and I share the view that the Company has made significant progress in achieving a turn around in the performance of our businesses and that this Option Exchange Program will further support that objective.
If you were granted stock optio ...
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