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Exhibit 99(a)(7)

UNOVA, INC.
RESTRICTED STOCK AGREEMENT
(INTERNATIONAL)

    This Restricted Stock Agreement ("Agreement") is made as of this  day of            , 2001, between UNOVA,  Inc., a Delaware corporation (the "Company") and            (the "Grantee").

WHEREAS, the UNOVA, Inc. [1999 Stock Incentive Plan / 2001 Stock Incentive Plan] (the "Plan") was adopted by the Board of Directors of the Company on [March 11, 1999 / March 13, 2001], and was approved by the shareholders of the Company on [May 7, 1999 / May 8, 2001];

WHEREAS, the Company has extended to the Grantee, among others, an offer, dated August 24, 2001, to exchange stock options granted during the period June 1, 1999 through May 31, 2000 for shares of restricted stock (the "Offer"), and the Grantee has accepted the Offer with respect to certain of the Grantee's stock options (the "Tendered Options"); and

WHEREAS, to encourage the Grantee to remain in the employ of the Company or one of its subsidiaries and to increase the Grantee's proprietary interest in the business of the Company through ownership of the Company's Common Stock, the Company desires to award the Grantee shares of Restricted Stock (as that term is defined in the Plan) pursuant to the terms of the Offer and in accordance with the terms and conditions of the Plan and this Agreement;

NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter set forth, and other good and valuable consideration, the Company and the Grantee hereby agree as follows:

    1.  The Company hereby grants the Grantee, in exchange for the Tendered Options, an Award in the form of Restricted Stock comprising      shares of the Common Stock, par value $.01 per share, of the Company (the "Awarded Shares") on the terms and conditions hereinafter set forth, such number of Awarded Shares to be subject to adjustment as provided in Section 3 of the Plan. The Grantee shall have no obligation to pay additional consideration for the Awarded Shares.

    2.  The Plan, a copy of which is attached hereto, is incorporated herein by reference and is made part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement which are not defined herein shall have the meanings assigned to such terms in the Plan. This Agreement is subject to, and the Company and the Grantee agree to be bound by, all of the terms and conditions of the Plan as the same exist at the time this Agreement became effective. The Plan shall control in the event there is any expressed conflict between the Plan and the terms hereof and with respect to such matters that are not expressly covered in this Agreement. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan, but subsequent amendments modifications, restatements, or supplements to the Plan shall not adversely affect the Grantee's rights under this Agreement without the Grantee's written consent. This Agreement shall be subject, without further action by the Company or Grantee, to such amendment, modification, restatement or supplement.

    3.  The Awarded Shares shall be evidenced by a stock certificate or certificates registered in the name of the Grantee bearing a legend in the following form:

The transferability of the shares of stock represented by this certificate is subject to the terms and conditions (including forfeiture) of the UNOVA, Inc. [1999 / 2001] Stock Incentive Plan and a Restricted Stock Agreement entered into between the Company and the Grantee dated as of            , 2001. Copies of such Plan and Agreement are on file at the principal executive offices of UNOVA, Inc.

    4.  The stock certificate or certificates representing the Awarded Shares shall be retained in the custody of the Secretary of the Company until the restrictions on the Awarded Shares represented by

any such certificate or certificates shall have lapsed. Until such restrictions shall have lapsed, this Agreement shall evidence the Grantee's ownership of the Awarded Shares. Simultaneously with the execution and delivery of this Agreement by the parties, the Grantee shall execute and deliver to the Company a stock power relating to each certificate representing Awarded Shares substantially in the form of Exhibit A to this Agreement, which stock power is intended for the transfer back to the Company of any Awarded Shares that may be forfeited under the terms of this Agreement.

    5.  Subject to the provisions of Section 7 of this Agreement, there shall be a Restriction Period beginning on the date of this Agreement with respect to the Awarded Shares. With respect to      of such Awarded Shares, the Restriction Period shall expire on the first anniversary of the date of this Agreement; with respect to an additional      of such Awarded Shares, the Restriction Period shall expire on the second anniversary of the date of this Agreement; and with respect to the final       of such Awarded Shares, the Restriction Period shall expire on the third anniversary of the date of this Agreement. Except as otherwise provided in Section 7, all shares still subject to restriction on the date of Grantee's Termination of Employment shall be forfeited by the Grantee. The date of Grantee's Termination of Employment shall be the earlier of (i) the date Grantee receives or gives notice of termination of his or her employment or (ii) the date Grantee is no longer actively employed by the Company or one of its subsidiaries regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and common law).

    6.  Until the earlier of (i) the expiration of the Restriction Period with respect to any of the Awarded Shares or (ii) the earlier vesting of such Awarded Shares in accordance with the provisions of this Agreement or the Plan, the Grantee shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber the Awarded Shares; provided that the foregoing shall not prevent the Grantee from pledging the Awarded Shares as security for a loan, the sole purpose of which is to provide funds to pay the option price for stock options granted to the Grantee under the Plan or any other employee benefit plan of the Company under which stock options may be granted.

    7.  Notwithstanding any other provision of this Agreement, all Awarded Shares still subject to restriction shall become fully vested and transferable and become free of all restrictions and deferral limitations to the full extent of the original grant upon the occurrence of any of the following events: (a) the Termination of Employment of the Grantee by reason of the Grantee's death; (b) the Termination of Employment of the Grantee by reason of the Grantee's Disability; or (c) the occurrence of a Change in Control as defined in Section 8(b) of the Plan.

    8.  If and when the Restriction Period expires as to any Awarded Shares without a prior forfeiture of such Awarded Shares, or if and when any Awarded Shares vest pursuant to the provisions of Section 7 hereof, the Company will deliver the legended certificates that represent such Awarded Shares to Mellon Shareholder Services, Inc. (or such other company that is then acting as the Company's transfer agent) ("Mellon") for cancellation, and Mellon will deposit the number of Awarded Shares as to which the Restricted Period has ended or that have vested pursuant to Section 7 in book entry form in the account it has established for the Grantee. Such transfer to the Grantee's Mellon account upon vesting of the Awarded Shares under Section 7 due to the Grantee's death or disability shall be subject to payment of all withholding tax obligations for Tax-Related Items as required under Section 10 hereof. Mellon will periodically send statements to the Grantee indicating the number of Awarded Shares being held for the Grantee's account.

    9.  Except as otherwise provided in this Agreement or the Plan, the Grantee shall have all rights of a stockholder with respect to the Awarded Shares hereunder, including the right to vote such Awarded Shares and the right to receive any cash dividends which may be declared on the Company's Common Stock. Dividends payable in Common Stock shall be paid in the form of additional shares of

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Restricted Stock and shall be held subject to the same Restriction Period and vesting provisions applicable to the Awarded Shares on which such dividends were paid.

    10. The Company will assess its withholding and reporting obligations regarding any income tax, social insurance, national insurance contributions, payroll taxes and/or any other taxes (collectively, "Tax-Related Items") in connection with the Awarded Shares, including the grant, vesting (i.e., lapse of restrictions) or sale of Awarded Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the Company's actions in this regard, the Grantee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items is and remains his or her responsibility and liability and that the Company (a) makes no representations nor undertakings regarding treatment of any Tax-Related Items in connection with any aspect of the Awarded Shares, including the grant, vesting (i.e., lapse of restrictions) or sale of Awarded Shares; and (b) does not commit to structure the terms of the Awarded Shares or any aspect of the Awarded Shares to reduce or eliminate the Grantee's liability regarding Tax-Related Items.

    In the event that the Company and/or Grantee's employer (the "Employer") must withhold any Tax-Related Items as a result of the grant, vesting (i.e., lapse of restrictions), and/or the sale of Awarded Shares, the Grantee agrees to pay the Company an amount sufficient to satisfy all withholding requirements. The Company will inform the Grantee of the estimated amount of Tax-Related Items the Grantee will be required to pay in connection with the lapse of restrictions or earlier vesting of the Grantee's Awarded Shares. The Grantee shall have the right to pay the estimated Tax-Related Items (1) by delivering a check in the amount of such estimated Tax-Related Items made payable to the Company or the Employer, as applicable, (2) by authorizing the Company to withhold additional amounts from the paycheck the Grantee is scheduled to receive immediately after the date on which the lapse of restrictions or earlier vesting occurs, or (3) by a combination of any of those two methods of payment. If the Grantee pays more than the amount of Tax-Related Items actually due, then the Company shall credit the Grantee's next pay check with the amount of the excess payment. If the Grantee pays less than the amount of the Tax-Related Items due, then the Company will withhold additional amounts from the Grantee's next pay check or pay checks until all withholding taxes are paid in full. Unless the Grantee otherwise arranges with the Company for payment of Tax-Related Items, the Grantee authorizes the Company and the Employer to withhold all applicable Tax-Related Items legally due from the Grantor from the Grantee's wages or other payments due to the Grantee by the Company and/or the Employer or from proceeds from the sale of Awarded Shares after the restrictions hereunder lapse or the earlier vesting of the Awarded Shares. The transfer of Awarded Shares to the Grantee's or the Grantee's estate's Mellon account upon vesting due to the Grantee's death or disability shall be subject to and conditioned on payment of all withholding for Tax-Related Items.

    11. By entering into this Restricted Stock Agreement and accepting the grant of the Awarded Shares evidenced hereby, the Grantee acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Awarded Shares is a one-time extraordinary benefit and is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock or any other stock incentive awards, or benefits in lieu of Restricted Stock even if Restricted Stock has been granted repeatedly in the past; (c) all decisions with respect to any such future grants will be at the sole discretion of the Company; (d) the Grantee's participation in the Plan is voluntary; (e) the value of the Awarded Shares is an extraordinary item of compensation which is outside the scope of Grantee's employment contract, if any; (f) the value of the Awarded Stock is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the Awarded Shares have been granted to Grantee in Grantee's status as an employee of the Company or the Employer, and, in the event that Employer is not the Company, the grant of the Awarded Shares can in no event be understood or interpreted to mean that the Company is the

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Grantee's employer or that the Grantee has an employment relationship with the Company; (h) the future value of the Awarded Shares is unknown and cannot be predicted with certainty; and (i) no claim or entitlement to compensation or damages arises from forfeiture of the Awarded Shares in accordance with this Agreement or the Plan or diminution in value of the Awarded Shares and Grantee irrevocably releases the Company and Employer from any such claim that may arise.

    12. The Grantee hereby explicitly consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, the Employer, the Company and the Company's subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee's participation in the Plan. The Grantee understands that his or her Employer and/or the Company hold certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all restricted stock awards, canceled, vested, unvested or outstanding in the Grantee's favor, for the purpose of implementing, administering and managing the Plan ("Data"). The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee's country, or elsewhere, and that the recipient's country may have different data privacy laws and protections than the Grantee's country. The Grantee authorizes the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee's participation in the Plan. Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing his or her local human resources representative. Grantee understands that withdrawal of consent may affect his or her ability to realize benefits from the Awarded Shares.

    13. Each notice relating to this Agreement shall be in writing and be delivered in person or by mail to the Company at its office, 21900 Burbank Boulevard, Woodland Hills, California 91367-7418, to the attention of the Company's Secretary or at such other address as the Company may specify in writing to the Grantee by a notice delivered in accordance with this Section. All notices to the Grantee shall be delivered to the Grantee at the Grantee's address specified below or at such other address as the Grantee may specify in writing to the Secretary of the Company by a notice delivered in accordance with this Section.

    14. This Agreement, including the provisions of the Plan incorporated by reference herein, comprises the whole Agreement between the parties hereto with respect to the subject matter hereof, and shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law. The Committee may amend the terms of this Agreement at any time, prospectively or retroactively, but no such amendment shall impair the rights of the Grantee without the Grantee's written consent. This Agreement shall become effective when it has been executed by the Company and the Grantee.

    15. This Agreement shall inure to the benefit of and be binding upon each successor of the Company and, to the extent specifically provided herein and in the Plan, shall inure to the benefit of and shall be binding upon the Grantee's heirs, legal representatives, and successors.

    16. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement.

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IN WITNESS WHEREOF, this Agreement is executed by the Grantee and by the Company through its duly authorized officer or officers as of the day and year first above written.

UNOVA, INC.

By: ________________________________________

GRANTEE:

___________________________________________
Signature

___________________________________________

___________________________________________
Address

___________________________________________
Identification Number

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EXHIBIT A

STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign, and transfer unto UNOVA, Inc., in accordance with that certain Restricted Stock Agreement (the "Agreement") dated as of the date hereof, between the undersigned and UNOVA, Inc.,      shares of UNOVA, Inc. Common Stock awarded to the undersigned under the Agreement and the UNOVA, Inc. [1999 / 2001] Stock Incentive Plan subject to the restrictions of the Agreement and does hereby irrevocably constitute and appoint the Secretary of UNOVA, Inc. as Attorney to transfer the said stock on the books of UNOVA, Inc.

DATED: ________________________

___________________________________________
Signature

A–1

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UNOVA, INC. RESTRICTED STOCK AGREEMENT (INTERNATIONAL)
STOCK POWER