Common use of Benefits Upon Termination of Employment Clause in Contracts

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If The following provisions will apply if a Change in Control occurs during the Executive is entitled to benefits pursuant to this Section 2Term, and at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the Company agrees to pay employment of Executive with Premier is terminated by Premier for any reason other than Good Cause, or provide to the Executive as severance payment, the followingterminates his employment with Premier for Good Reason: (a) Premier shall pay Executive an amount equal to Executive's Base Salary multiplied by 12. Such amount shall be paid to Executive in a lump sum within 90 days after his date of termination of employment; provided, however, Executive, by written notice to Premier, may elect to receive such payment on any date that is no earlier than the later to occur of: (i) A single the date 10 days after the date of termination; and (ii) the date 10 days after receipt of such notice. (b) During the Severance Period Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Premier in which he and his spouse and other dependents were participating immediately prior to the date of his termination, as if he continued to be an employee of Premier, and Premier will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Premier will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employer. (c) Premier shall pay to Executive in a lump sum paymentwithin 90 days after his termination of employment: (i) a bonus in the amount that would have been payable under any Incentive Plan for the year of such employment termination had he not terminated employment, payable in cash within five days but pro rated according to the number of months the Termination Date Executive was employed by Premier for that year; and (or if later, the Change of Control Date), ii) an additional bonus amount that is equal to the sum of:average of the annual bonus amount paid to Executive during the three years preceding the year of his employment termination. (Ad) Premier shall pay to Executive in a lump sum within 90 days after his termination of employment an amount equal to the accrued portion amount that would have been contributed by Premier on behalf of any of the Executive under the Savings Plan and under the Deferred Compensation Plan for the 12 month period following the Executive's unpaid base salary employment termination had he not terminated employment and vacation through had he made contributions and deferrals under the Termination Date Plans at the same level as he made during the 12 month preceding his employment termination. (e) Executive shall receive any and all benefits accrued under any unpaid portion Retirement Plan, Welfare Plan, Incentive Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan, Incentive Plan and other plan or program. Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401(a) of the Internal Revenue Code of 1986 ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan. (f) If upon the date of termination of Executive's bonus employment, Executive holds any options with respect to stock of Premier, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Premier owned by Executive on the prior fiscal year; plus (B) a portion date of termination of his employment will lapse on such date. To the Executive's bonus for the fiscal year in progressextent such acceleration of exercise of such options, prorated based upon the number or such lapse of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target restrictions, is not permissible under the bonus terms of any plan is achieved; plus pursuant to which the options or restricted stock were granted, Premier will pay to Executive: (Ci) an amount equal to the Executive's Base Compensation times excess, if any, of the Compensation Multiplier. aggregate fair market value of all stock of Premier subject to such options, determined on the date of termination of employment, over the aggregate exercise price of such stock, and Executive will surrender all such options unexercised; and (ii) Continuation, the aggregate fair market value on the same basis as if the date of termination of employment of all such restricted stock and Executive continued shall transfer such stock to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination DatePremier. The Company's obligation hereunder with respect Payments pursuant to the foregoing Benefits shall preceding sentence will be limited made to the extent Executive in a lump sum within 90 days after his date of termination of employment; provided, however, Executive, by written notice to Premier, may elect to receive such payments on any date that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive not earlier than the Benefits required later to be provided hereunderoccur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive Officer is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive Officer as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's Officer’s unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's Officer’s bonus for the prior fiscal year; plus (B) a portion of the Executive's Officer’s bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Officer’s Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive Officer continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's ’s obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive Officer obtains any such benefits pursuant to a subsequent employer's ’s benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive Officer hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive Officer than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Officer’s Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Upon termination of Executive’s employment with Franklin under circumstances described in Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following2 above: (i) A single a. Within 30 days following the date of such termination, Franklin shall pay Executive a lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), payment equal to the sum ofof (i), (ii) and (iii) below: (A) the accrued portion of any of the Executive's i. unpaid base salary and vacation Base Salary earned by Executive through the Termination Date and any unpaid portion date of the termination (which shall include payment for all accrued but unused vacation pay); ii. two times Executive's bonus for the prior fiscal year’s Base Salary; plusand (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) iii. an amount equal to the sum of (A) a prorata portion of Executive's Base Compensation ’s Target Bonus (based on the date on which such termination of employment occurs), and (B) two times the Compensation MultiplierExecutive’s Target Bonus. x. Xxxxxxxx shall pay Executive a lump sum payment (iicalculated based on his age as of his termination of employment) Continuationwithin 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 24 months of service for all purposes (including determining service and age for early retirement factors, on the same basis as if the applicable) under such plans, and deeming Executive continued to be employed by an employee of Franklin during the Company, of Benefits for the Benefit Period commencing on the Termination DateSeverance Period. The Company's obligation hereunder with respect amounts attributable to the foregoing Benefits additional benefits under any such plan shall be limited based on Executive’s compensation level as of his termination of employment. The amounts attributable to the extent additional benefits under any retirement plan that the Executive obtains any such benefits pursuant to is a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which defined contribution plan shall include the provision additional Franklin contributions that would have been made or credited on Executive’s behalf had he authorized the same elective contributions he had elected for the year in which the termination of office space employment occurs, and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts include earnings that would have accrued under the MagneTek Shareholder Return Plan had applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive’s termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero. b. If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive’s termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive’s termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. c. During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive’s termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin’s group health plan after Executive’s termination of employment shall be considered COBRA coverage. d. During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin. e. If at the time of Executive’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive’s termination of employment, or if earlier, Executive’s subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable period interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.purposes of Section 409A.

Benefits Upon Termination of Employment. If If, at any time on or after the Effective Date (i) the employment of the Executive with the Employer is entitled terminated by the Employer (or any successor to benefits pursuant to this Section 2the Employer) for any reason other than Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, the Company agrees to pay or provide to the Executive as severance payment, the followingfollowing provisions will apply: (ia) A single lump sum paymentThe Employer shall pay the Executive, payable in cash within five days of during the Termination Date (or if laterSeverance Period, the Change of Control Date), an aggregate amount equal to one and one-half times the sum of: (A) the accrued portion of any of the Executive's unpaid base salary (i) Base Pay at the highest rate in effect during the Term and vacation through (ii) Bonus. Such amount shall be paid in substantially equal monthly installments over the Termination Date and any unpaid portion Severance Period. The first of such payments will commence as soon as practicable following the date of the Executive's bonus for the prior fiscal year; plustermination of employment. (Bb) a portion For purposes of all Retirement Plans (to the extent permissible thereunder), the Executive shall be given compensation credit and service credit for all purposes for, and shall be deemed to be an employee of the Employer during, the Severance Period, notwithstanding that he is not an employee of the Employer during the Severance Period. (c) During the Severance Period, the Executive and his spouse and other dependents will continue to be covered by the Medical Plan and all Welfare Plans maintained by the Employer in which the Executive or spouse or dependents were participating immediately before the date of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis termination as if the Executive continued to be employed by an employee of the CompanyEmployer. If, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that however, the Executive obtains any employment with another employer during the Severance Period, such benefits pursuant Medical Plan coverage shall cease for the Executive and his spouse and other dependents. This Section 3(c) is not intended to impair the Executive's rights as otherwise provided by law (e.g. rights under Section 4980B of the Internal Revenue Code). (d) The Executive shall be entitled to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required payment attributable to provide the Executive hereunder compensation for unused vacation periods accrued as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable date of his termination of employment. The Executive shall not be entitled to payment for vacation periods that would have accrued had his employment continued during the Severance Period. Payment for accrued vacation shall be made to the Executive than in a lump sum within 10 days following the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% date of the Executive's Base Compensationtermination of employment. This Section 3(d) is not intended to impair the Executive's right to receive payment for accrued vacation as otherwise provided by law. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If Upon termination of Executive's employment with Franklin under circumstances described in Section 2 above: (a) Within 30 days following the date of such termination, Franklin shall pay Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide a lump sum cash payment equal to the Executive as severance paymentsum of (i), the following(ii) and (iii) below: (i) A single lump sum payment, payable in cash within five days unpaid Base Salary earned by Executive through the date of the Termination Date termination (or if later, the Change of Control Datewhich shall include payment for all accrued but unused vacation pay), equal to the sum of:; (Aii) the accrued portion of any of the two times Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal yearBase Salary; plusand (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (Ciii) an amount equal to the sum of (A) a prorata portion of Executive's Base Compensation Target Bonus (based on the date on which such termination of employment occurs), and (B) two times the Compensation MultiplierExecutive's Target Bonus. (iib) ContinuationFranklin shall pay Executive a lump sum payment within 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 24 months of service for all purposes under such plans, on the same basis as if the and deeming Executive continued to be employed by an employee of Franklin during the Company, of Benefits for the Benefit Period commencing on the Termination DateSeverance Period. The Company's obligation hereunder with respect amounts attributable to the foregoing Benefits additional benefits under any such plan shall be limited based on Executive's compensation level as of his termination of employment. The amounts attributable to the extent additional benefits under any retirement plan that the Executive obtains any such benefits pursuant to is a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which defined contribution plan shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the additional Franklin contributions that would have been made or credited on Executive's Base Compensation. (iv) Accelerated vesting behalf had he authorized the same elective contributions he had elected for the year in which the termination of all outstanding stock options employment occurs, and of all previously granted restricted stock awards. (v) Target amounts shall include earnings that would have accrued under the MagneTek Shareholder Return Plan had applicable plan during the Severance Period based on the investment alternatives elected by Executive as of his termination of employment. Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero. (c) If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the highest level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive's termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive's employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive's termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. (d) During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive's termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage. (e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin. (f) If at the time of Executive's termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive's termination of employment, or if earlier, Executive's subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable period interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.purposes of Section 409A.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 26(b) hereof, in lieu of any payments and benefits provided in Section 5 the Company agrees to pay or provide to the Executive as severance payment, termination compensation the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary Base Salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal yearDate; plus (B) a portion an amount representing bonus and all other cash incentive compensation for such period determined by multiplying: (I) the average of such bonus and other cash incentive compensation accrued for each of the Executive's bonus for three preceding full years, by (II) the fiscal year in progress, prorated based upon the number of days elapsed since the commencement fraction of the fiscal year and calculated assuming that 100% of termination elapsed prior to the target under the bonus plan is achievedTermination Date; plus (C) an amount equal to 299% of the sum of: (I) the Executive's Base Compensation times Salary in effect upon the Compensation MultiplierTermination Date plus (II) the Executive's average bonus and all other cash incentive compensation accrued for each of the three preceding full years. (ii) ContinuationAll stock options, restricted stock or other equity awards then held by Employee will automatically be deemed amended, without further action on the same basis as if part of the Executive continued Company or the Executive, so that (A) all options will be fully vested and not subject to forfeiture or expiration by reason of the Executive's termination, and will be employed by the Company, of Benefits subject to exercise in full for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall remainder of their stated term; and (B) all restricted stock or other equity awards will be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages fully vested and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunderall restrictions thereon will lapse. (iii) Outplacement services Continuation of benefits as follows: (A) All benefits provided under Section 2(b) will continue for the remaining period of the Severance Term. Notwithstanding the foregoing, to the extent any such benefit cannot be provided through the applicable plan of the Company, the Company will provide such benefit outside of the plan or will provide a cash lump sum payment equal to the value of such additional benefit. (B) The Company shall meet its obligation under (A), above, in connection with its group medical/dental plan for the period ending on the earlier to occur of: (i) the end of the Severance Term or (ii) the date the Executive ceases to be provided eligible for continuation coverage under the Company's group medical/dental plan pursuant to the provisions of COBRA, by an outplacement organization providing the continuation of national reputesuch coverage at Company expense, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of contingent upon the Executive's Base Compensationtimely election of such coverage under COBRA. (C) To the extent required to avoid adverse tax consequences under Section 105(h) of the Internal Revenue Code of 1986 (the "Code"), the Company's payments under this Section 5(d)(iii) will be recognized by the Executive in his taxable income and the Executive will receive, in addition, a "gross-up" payment covering the tax liability attributable to such recognized income consistent with principles of paragraph 6(c)(v), below. (iv) Accelerated vesting Additional credited service for retirement benefits under all retirement plans, including supplemental retirement plans (if any), equivalent to the remaining period of all outstanding stock options and of all previously granted restricted stock awardsthe Employment Term. (v) Target amounts In the event that would have accrued any amount or benefit that may be paid or otherwise provided to the Executive by the Company or any affiliated company, whether pursuant to this Agreement or otherwise (collectively, "Covered Payments"), is or may become subject to the tax imposed under Code Section 4999 ("Excise Tax"), the MagneTek Shareholder Return Plan had Company will pay to the Executive a "Reimbursement Amount" equal to the total of: (A) any Excise Tax on the Covered Payments, plus (B) any Federal, state, and local income taxes, employment and excise taxes (including the Excise Tax) on the Reimbursement Amount (but without reduction for any Federal, state, or local income or employment taxes on such Covered Payments), plus (C) the product of any deductions disallowed for Federal, state or local income tax purposes because of the inclusion of the Reimbursement Amount in the Executive's adjusted gross income multiplied by the highest applicable period for each such target elapsedmarginal rate of Federal, calculated state, and paidlocal income taxation, PRO RATArespectively, for the actual period elapsedcalendar year in which the Reimbursement Amount is to be paid. For purposes of this Section 6(c)(v), the Executive will be deemed to pay (Y) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Reimbursement Amount is to be paid and (Z) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which such Reimbursement Amount is to be paid, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Executive's adjusted gross income).

Benefits Upon Termination of Employment. If If, at any time on or after the Effective Date (i) the employment of the Executive with the Employer is entitled terminated by the Employer (or any successor to benefits pursuant to this Section 2the Employer) for any reason other than Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, the Company agrees to pay or provide to the Executive as severance payment, the followingfollowing provisions will apply: (ia) A single lump sum paymentThe Employer shall pay the Executive, payable in cash within five days of during the Termination Date (or if laterSeverance Period, the Change of Control Date), an aggregate amount equal to one times the sum of: (A) the accrued portion of any of the Executive's unpaid base salary (i) Base Pay at the highest rate in effect during the Term and vacation through (ii) Bonus. Such amount shall be paid in substantially equal monthly installments over the Termination Date and any unpaid portion Severance Period. The first of such payments will commence as soon as practicable following the date of the Executive's bonus for the prior fiscal year; plustermination of employment. (Bb) a portion For purposes of all Retirement Plans (to the extent permissible thereunder), the Executive shall be given compensation credit and service credit for all purposes for, and shall be deemed to be an employee of the Employer during, the Severance Period, notwithstanding that he is not an employee of the Employer during the Severance Period. (c) During the Severance Period, the Executive and his spouse and other dependents will continue to be covered by the Medical Plan and all Welfare Plans maintained by the Employer in which the Executive or spouse or dependents were participating immediately before the date of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis termination as if the Executive continued to be employed by an employee of the CompanyEmployer. If, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that however, the Executive obtains any employment with another employer during the Severance Period, such benefits pursuant Medical Plan coverage shall cease for the Executive and his spouse and other dependents. This Section 3(c) is not intended to impair the Executive's rights as otherwise provided by law (e.g. rights under Section 4980B of the Internal Revenue Code). (d) The Executive shall be entitled to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required payment attributable to provide the Executive hereunder compensation for unused vacation periods accrued as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable date of his termination of employment. The Executive shall not be entitled to payment for vacation periods that would have accrued had his employment continued during the Severance Period. Payment for accrued vacation shall be made to the Executive than in a lump sum within 10 days following the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% date of the Executive's Base Compensationtermination of employment. This Section 3(d) is not intended to impair the Executive's right to receive payment for accrued vacation as otherwise provided by law. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If The following provisions will apply if a Change in Control occurs during the Executive is entitled to benefits pursuant to this Section 2Term, and at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the Company agrees to pay employment of Executive with Grand Premier is terminated by Grand Premier for any reason other than Good Cause, or provide to the Executive as severance payment, the followingterminates his employment with Grand Premier for Good Reason: (a) Grand Premier shall pay Executive an amount equal to Executive's Base Salary multiplied by 12. Such amount shall be paid to Executive in a lump sum within 90 days after his date of termination of employment; provided, however, Executive, by written notice to Grand Premier, may elect to receive such payment on any date that is no earlier than the later to occur of: (i) A single the date 10 days after the date of termination; and (ii) the date 10 days after receipt of such notice. (b) During the Severance Period, Executive and his or her spouse and other dependents shall continue to be covered by all Welfare Plans maintained by Grand Premier in which Executive and his or her spouse and other dependents were participating immediately prior to the date of Executive's termination, as if Executive continued to be an employee of Grand Premier, and Grand Premier shall continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Grand Premier will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employer. (c) Grand Premier shall pay to Executive in a lump sum paymentwithin 90 days after his termination of employment: (i) a bonus in the amount that would have been payable under any Incentive Plan had Executive's employment not been terminated for the year in which such termination of employment occurs, payable in cash within five days but pro rated according to the number of months the Termination Date Executive was employed by Grand Premier for that year; and (or if later, the Change of Control Date), ii) an additional bonus amount that is equal to the sum of:average of the annual bonus amount paid to Executive during the three years preceding the year of his employment termination. (Ad) Grand Premier shall pay to Executive in a lump sum within 90 days after his termination of employment an amount equal to the accrued portion amount that would have been contributed by Grand Premier on behalf of any of the Executive under the Savings Plan and under the Deferred Compensation Plan for the 12-month period following the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of employment termination had the Executive's bonus for employment not been terminated and had he made contributions and deferrals under such Retirement Plans at the prior fiscal year; plussame level as he made during the 12 month preceding his employment termination. (Be) a portion Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan, Incentive Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan, Incentive Plan and other plan or program. Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such plans and other plans or programs not subject to the qualification requirements of Section 401(a) of the Internal Revenue Code of 1986 (the "Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such plans and other plans or programs. Payment shall be made at the earliest date permitted under any such plan. (f) If upon the date of termination of Executive's bonus employment, Executive holds any options with respect to stock of Grand Premier, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Grand Premier owned by Executive on the fiscal year in progressdate of termination of his or her employment will lapse on such date. To the extent such acceleration of exercise of such options, prorated based upon the number or such lapse of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target restrictions, is not permissible under the bonus terms of any plan is achieved; plus pursuant to which the options or restricted stock were granted, Grand Premier will pay to Executive: (Ci) an amount equal to the Executive's Base Compensation times excess, if any, of the Compensation Multiplier. aggregate fair market value of all stock of Grand Premier subject to such options, determined on the date of termination of employment, over the aggregate exercise price of such stock, and Executive will surrender all such options unexercised; and (ii) Continuation, the aggregate fair market value on the same basis as if the date of termination of employment of all such restricted stock and Executive continued shall transfer such stock to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination DateGrand Premier. The Company's obligation hereunder with respect Payments pursuant to the foregoing Benefits shall preceding sentence will be limited made to the extent Executive in a lump sum within 90 days after his date of termination of employment; provided, however, Executive, by written notice to Grand Premier, may elect to receive such payments on any date that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive not earlier than the Benefits required later to be provided hereunderoccur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If Upon termination of Executive’s employment with Franklin under circumstances described in Section 2 above: (a) Within 30 days following the date of such termination, Franklin shall pay Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide a lump sum cash payment equal to the Executive as severance paymentsum of (i), the following(ii) and (iii) below: (i) A single lump sum payment, payable in cash within five days unpaid Base Salary earned by Executive through the date of the Termination Date termination (or if later, the Change of Control Datewhich shall include payment for all accrued but unused vacation pay), equal to the sum of:; (Aii) the accrued portion of any of the two times Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year’s Base Salary; plusand (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (Ciii) an amount equal to the sum of (A) a prorata portion of Executive's Base Compensation ’s Target Bonus (based on the date on which such termination of employment occurs), and (B) two times the Compensation MultiplierExecutive’s Target Bonus. (iib) ContinuationFranklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 24 months of service for all purposes (including determining service and age for early retirement factors, on the same basis as if the applicable) under such plans, and deeming Executive continued to be employed by an employee of Franklin during the Company, of Benefits for the Benefit Period commencing on the Termination DateSeverance Period. The Company's obligation hereunder with respect amounts attributable to the foregoing Benefits additional benefits under any such plan shall be limited based on Executive’s compensation level as of his termination of employment. The amounts attributable to the extent additional benefits under any retirement plan that the Executive obtains any such benefits pursuant to is a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which defined contribution plan shall include the provision additional Franklin contributions that would have been made or credited on Executive’s behalf had he authorized the same elective contributions he had elected for the year in which the termination of office space employment occurs, and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts include earnings that would have accrued under the MagneTek Shareholder Return Plan had applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive’s termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero. (c) If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive’s termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive’s termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. (d) During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive’s termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin’s group health plan after Executive’s termination of employment shall be considered COBRA coverage. (e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin. (f) If at the time of Executive’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive’s termination of employment, or if earlier, Executive’s subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable period interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.purposes of Section 409A.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section Paragraph 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or with respect to amounts described in clauses (B) and (C) only if later, the Change of in Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's ’s unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's ’s bonus for the prior fiscal year; plus (B) a portion of the Executive's ’s bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's ’s Base Compensation times the Compensation Multiplier1.5. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's ’s obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's ’s benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national reputerepute for a period of up to twelve months following the Termination Date, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's ’s Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If Upon termination of Executive’s employment with Employer under circumstances described in Section 3 above: (a) Employer shall pay Executive a lump sum payment equal to two times the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following:aggregate of (i) and (ii): (i) A single Executive’s Base Salary; and (ii) Executive’s Bonus. Such lump sum paymentpayment shall be made as soon as practicable following Executive’s termination of employment, payable but in cash within five no event later than 30 days following such termination. (b) Executive shall be entitled to receive any and all benefits accrued under any other Incentive Plans to the date of termination of employment, the amount, entitlement to, form and time of payment of such benefits to be determined by the terms of such Incentive Plans. For purposes of calculating Executive’s benefits under the Incentive Plans, Executive’s employment shall be deemed to have terminated by reason of retirement under circumstances that have the most favorable result for Executive thereunder. (c) Executive’s benefits accrued or credited through the date of termination of employment under the Nxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (“SERP”) and the Nxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (the “2008 Deferred Compensation Plan”) that are not vested as of the Termination Date date of termination of employment shall be fully vested and paid in accordance with the terms of the applicable plan (or if latersubject to any forfeiture provisions applicable to the plans). Employer shall also pay to the Executive, the Change in a lump sum as soon as practicable following Executive’s termination of Control Date)employment, equal to but in no event later than 30 days following such termination, the sum of: (i) the excess, if any, of (A) the accrued portion of any actuarial equivalent of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target benefit under the bonus plan is achieved; plus SERP (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is utilizing actuarial assumptions no less favorable to the Executive than the Benefits required most favorable of those in effect under the SERP at any time from the day immediately prior to the Change in Control) that the Executive would receive if the Executive’s employment continued for the entire Severance Period, assuming for this purpose that: (1) all accrued benefits are fully vested, (2) the Executive’s age and years of service is increased by the number of years that the Executive is deemed to be so employed, (3) for purposes of determining the Executive’s compensation during each year of the Severance Period, the base salary and bonus for each year shall be at the rate set forth in Sections 1(b) and 1(c) (and shall exclude any of the severance benefits provided hereunder.under this Agreement), subject to any special adjustment provisions in the applicable plan and (4) solely for purposes of calculating the benefit under this Section 4(c)(i)(A), the benefit under the Nxxxxx Rubbermaid Pension Plan and the 2008 Deferred Compensation Plan shall be calculated without regard to the additional age and service credit provided under this Section 4(c)(i) or Section 4(c)(ii), over (B) the actuarial equivalent of the Executive’s actual benefit, if any, under the SERP as of the Executive’s date of termination, plus (ii) an amount equal to the sum of Employer matching or other Company contributions (but not the Executive’s voluntary deferrals) under Employer’s qualified defined contribution plans in which the Executive participates and the 2008 Deferred Compensation Plan that the Executive would receive if the Executive’s employment continued during the Severance Period, assuming for this purpose that (A) the Executive’s benefits under such plans are fully vested, (B) the Executive’s age and years of service is increased by the number of years that the Executive is deemed to be so employed, (C) Employer’s rate of matching or other contribution is equal to the greater of the rate in effect on the date of the Change in Control, or if greater, the rate in effect immediately prior to the Executive’s termination of employment, (D) for purposes of determining the Executive’s compensation during each year of the Severance Period, the base salary and bonus for each year shall be at the rate set forth in Sections 1(b) and 1(c) (and shall exclude any of the severance benefits provided under this Agreement), subject to any special adjustment provisions in the applicable plan, and (E) to the extent that Employer matching or other contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Executive’s termination of employment, plus (iii) Outplacement services an amount equal to the Executive’s benefits accrued or credited through the date of termination of employment under the Employer’s qualified defined contribution plans that are not vested as of the date of termination of employment. (d) If upon the date of termination of Executive’s employment, Executive holds any awards with respect to securities of Employer, (i) all such awards that are options shall immediately become exercisable upon such date and shall be exercisable thereafter until the earlier of the third anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on any awards of restricted securities shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the highest level and paid in accordance with the terms of the applicable award agreement. (e) During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all Welfare Plans in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Employer, and Employer shall continue to pay the costs of such coverage under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer shall provide substantially identical benefits. Such coverage shall cease if and when Executive obtains employment with another employer during the Severance Period and becomes eligible for coverage under any substantially similar plans provided by his new employer. If Executive or his spouse or eligible dependents are covered under any Welfare Plan that is a group health plan as defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) pursuant to this subsection (e), Executive and his spouse and eligible dependents shall be eligible for COBRA continuation coverage. Executive shall be responsible for paying the full cost of such coverage. The 18-month (or 29-month, if the COBRA disability extension is applicable) COBRA period shall be measured beginning on the day after the end of the Severance Period (or on such earlier date that the continuation coverage provided under this subsection (e) otherwise ceases to apply). (f) During the Severance Period, Employer shall reimburse Executive for the expenses of an outplacement organization automobile in accordance with the arrangement, if any, in effect at the time of national reputethe termination of Executive’s employment. Such reimbursement shall cease if and when Executive obtains employment with another employer during the Severance Period and receives such reimbursement from his new employer. (g) Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of employment in a lump sum as soon as practicable following Executive’s termination of employment, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event later than 30 days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Company be required Severance Period, and Executive waives any right to provide receive such services for a value exceeding 17% of the Executive's Base Compensationcompensation. (ivh) Accelerated vesting Employer shall, at Employer’s expense, provide Executive with six months of all outstanding stock options and executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by the Executive by no later than the second calendar year following the calendar year in which the termination of all previously granted restricted stock awardsemployment occurred. (vi) Target amounts that would have accrued under Executive shall not be entitled to reimbursement for fringe benefits during the MagneTek Shareholder Return Plan had the applicable period Severance Period, such as dues and expenses related to club memberships, automobile telephones, expenses for each such target elapsed, calculated professional services and paid, PRO RATA, for the actual period elapsedother similar perquisites.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 22 hereof, the Company agrees to pay or provide to the Executive as severance payment, termination compensation the following: (a) a single lump sum payment, payable within five (5) days of the Date of Termination, equal to the sum of (i) any portion of the Executive's base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed--all, determined as of the Date of Termination; and (ii) a pro rata award under the Bonus Plan (both annual and long-term bonus), with proration based on the Executive's service completed during the period for which the award is determined and the results as of the Date of Termination; (b) For a period of eighteen (18) months following the Date of Termination, continuation of all fringe benefits to which the Executive was entitled at the Date of Termination; (c) A single lump sum payment, payable in cash within five (5) days of the Termination Date (or if later, the Change of Control Date)Termination, equal to the sum of: of (Ai) the accrued portion of any of one and one-half times the Executive's unpaid base salary in effect upon the Date of Termination, plus (ii) one and vacation through the Termination Date and any unpaid portion of one-half times the Executive's bonus for target annual bonus, determined under the prior fiscal year; plus (B) a portion of Bonus Plan, based upon the Executive's base salary at the Date of Termination, plus (iii) the maximum three-year bonus for payment possible under the fiscal year in progress, prorated based upon the number of days elapsed since the commencement terms of the fiscal Bonus Plan minus amounts already paid to the Executive with respect to such three-year period; (d) Reimbursement of all expenses incurred by the Executive through the use of any executive out-placement services to assist him to seek other employment, which shall include, but not be limited to (i) secretarial services, use of an office, phone, office supplies and calculated assuming that 100% office services comparable to the level of such services and supplies available to the Executive prior to the Date of Termination and (ii) all unreimbursed travel expenses incurred by the Executive to seek other employment up to a maximum amount of Five Thousand Dollars ($5,000); (e) A single lump sum payment, payable within five (5) days of the target under the bonus plan is achieved; plus (C) an amount Date of Termination, equal to the Executive's Base Compensation times non-vested interest under any tax qualified retirement or savings plan maintained by the Compensation Multiplier.Company which is forfeited by the Executive under such plan's terms upon his termination of employment; and (iif) Continuation, on the same basis as if Reimbursement for any excise tax incurred by the Executive continued under Section 4999 of the Internal Revenue Code due to be employed any payment under this Agreement, plus reimbursement for any additional income taxes incurred by the Company, of Benefits for Executive resulting from the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case reimbursement by the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereundersuch excise tax. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive Officer is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive Officer as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's Officer’s unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's Officer’s bonus for the prior fiscal year; plus (B) a portion bonus amount equal to the Officer’s target annual incentive award percentage of base salary under the Executive's bonus plan for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to one year of the Executive's Officer’s Base Compensation times the Compensation Multiplier.Compensation; (ii) Continuation, on the same basis as if the Executive Officer continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's ’s obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive Officer obtains any such benefits pursuant to a subsequent employer's ’s benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive Officer hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive Officer than the Benefits required to be provided hereunder.; (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 1710% of the Executive's Officer’s Base Compensation.; and (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards, with any such vested stock options expiring at 5:00 p.m. (Central Time) on the first anniversary of the Termination Date, to the extent not exercised before that time. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued If the Change of Control Date occurs within 24 months of the date hereof, the Company will bear the following out-of-pocket expenses in connection with the Executive's relocation from the Los Angeles area to the Philadelphia area: (A) Acquisition of the Los Angeles area home at fair market value plus closing costs. (B) Closing costs on purchase of the Philadelphia area home. (C) Cost of moving household goods. In such event the Executive is likewise entitled to a cost of living allowance in respect of his family's housing and transportation expenses incurred in connection with his family's temporary living arrangements prior to such move to the Philadelphia area for a period not to exceed three months, and two househunting trips. All out-of-pocket expenses for which the Executive is entitled to reimbursement under this Section 2(v) shall be documented in accordance with the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsedCompany's expense reimbursement policies.

Benefits Upon Termination of Employment. If the Executive Officer is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive Officer as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's Officer’s unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's Officer’s bonus for the prior fiscal year; plus (B) a portion bonus amount equal to the Officer’s target annual incentive award percentage of base salary under the Executive's bonus plan for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to one year of the Executive's Officer’s Base Compensation times the Compensation Multiplier.Compensation; (ii) Continuation, on the same basis as if the Executive Officer continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's ’s obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive Officer obtains any such benefits pursuant to a subsequent employer's ’s benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive Officer hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive Officer than the Benefits required to be provided hereunder.; (iii) Outplacement services to be provided by an outplacement organization of national reputerepute for a period of up to twelve months following the Termination Date, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 1710% of the Executive's Officer’s Base Compensation.; and (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards, with any such vested stock options expiring at 5:00 p.m. (Central Time) on the first anniversary of the Termination Date, to the extent not exercised before that time. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 26(b) hereof, in lieu of any payments and benefits provided in Section 5 the Company agrees to pay or provide to the Executive as severance payment, termination compensation the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary Base Salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal yearDate; plus (B) a portion an amount representing bonus and all other cash incentive compensation for such period determined by multiplying: (I) the average of such bonus and other cash incentive compensation accrued for each of the Executive's bonus for three preceding full years, by (II) the fiscal year in progress, prorated based upon the number of days elapsed since the commencement fraction of the fiscal year and calculated assuming that 100% of termination elapsed prior to the target under the bonus plan is achievedTermination Date; plus (C) an amount equal to 299% of the sum of: (I) the Executive's Base Compensation times Salary in effect upon the Compensation MultiplierTermination Date plus (II) the Executive's average bonus and all other cash incentive compensation accrued for each of the three preceding full years. (ii) ContinuationAll stock options, restricted stock or other equity awards then held by Employee will automatically be deemed amended, without further action on the same basis as if part of the Executive continued Company or the Executive, so that (A) all options will be fully vested and not subject to forfeiture or expiration by reason of the Executive's termination, and will be employed by the Company, of Benefits subject to exercise in full for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall remainder of their stated term; and (B) all restricted stock or other equity awards will be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages fully vested and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunderall restrictions thereon will lapse. (iii) Outplacement services Continuation of benefits as follows: (A) All benefits provided under Section 2(b) will continue for the remaining period of the Severance Term. Notwithstanding the foregoing, to the extent any such benefit cannot be provided through the applicable plan of the Company, the Company will provide such benefit outside of the plan or will provide a cash lump sum payment equal to the value of such additional benefit. (B) The Company shall meet its obligation under (A) above, in connection with its group medical/dental plan for the period ending on the earlier to occur of: (i) the end of the Severance Term or (ii) the date the Executive ceases to be provided eligible for continuation coverage under the Company's group medical/dental plan pursuant to the provisions of COBRA, by an outplacement organization providing the continuation of national reputesuch coverage at Company expense, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of contingent upon the Executive's Base Compensationtimely election of such coverage under COBRA. (C) To the extent required to avoid adverse tax consequences under Section 105(h) of the Internal Revenue Code of 1986 (the "Code"), the Company's payments under this Section 6(c)(iii) will be recognized by the Executive in his taxable income and the Executive will receive, in addition, a "gross-up" payment covering the tax liability attributable to such recognized income consistent with principles of paragraph 6(c)(v), below. (iv) Accelerated vesting Additional credited service for retirement benefits under all retirement plans, including supplemental retirement plans (if any), equivalent to the remaining period of all outstanding stock options and of all previously granted restricted stock awardsthe Employment Term. (v) Target amounts In the event that would have accrued any amount or benefit that may be paid or otherwise provided to the Executive by the Company or any affiliated company, whether pursuant to this Agreement or otherwise (collectively, "Covered Payments"), is or may become subject to the tax imposed under Code Section 4999 ("Excise Tax"), the MagneTek Shareholder Return Plan had Company will pay to the Executive a "Reimbursement Amount" equal to the total of: (A) any Excise Tax on the Covered Payments, plus (B) any Federal, state, and local income taxes, employment and excise taxes (including the Excise Tax) on the Reimbursement Amount (but without reduction for any Federal, state, or local income or employment taxes on such Covered Payments), plus (C) the product of any deductions disallowed for Federal, state or local income tax purposes because of the inclusion of the Reimbursement Amount in the Executive's adjusted gross income multiplied by the highest applicable period for each such target elapsedmarginal rate of Federal, calculated state, and paidlocal income taxation, PRO RATArespectively, for the actual period elapsedcalendar year in which the Reimbursement Amount is to be paid. For purposes of this Section 6(c)(v), the Executive will be deemed to pay (Y) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Reimbursement Amount is to be paid and (Z) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which such Reimbursement Amount is to be paid, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Executive's adjusted gross income).

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section Paragraph 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or with respect to amounts described in clauses (B) and (C) only if later, the Change of in Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's ’s unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's ’s bonus for the prior fiscal year; plus (B) a portion of the Executive's ’s bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's ’s Base Compensation times the Compensation MultiplierCompensation. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's ’s obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's ’s benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national reputerepute for a period of up to twelve months following the Termination Date, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's ’s Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If Upon termination of Executive’s employment with Xxxxxxxx under circumstances described in Section 2 above: (a) Within 30 days following the date of such termination, Xxxxxxxx shall pay Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide a lump sum cash payment equal to the Executive as severance paymentsum of (i), the following(ii) and (iii) below: (i) A single lump sum payment, payable in cash within five days unpaid Base Salary earned by Executive through the date of the Termination Date termination (or if later, the Change of Control Datewhich shall include payment for all accrued but unused vacation pay), equal to the sum of:; (Aii) the accrued portion of any of the three times Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year’s Base Salary; plusand (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (Ciii) an amount equal to the sum of (A) a prorata portion of Executive's Base Compensation ’s Target Bonus (based on the date on which such termination of employment occurs), and (B) three times the Compensation MultiplierExecutive’s Target Bonus. (iib) ContinuationXxxxxxxx shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Xxxxxxxx in which Executive participates at termination of employment that results from crediting Executive with an additional 36 months of service for all purposes (including determining service and age for early retirement factors, on the same basis as if the applicable) under such plans, and deeming Executive continued to be employed by an employee of Xxxxxxxx during the Company, of Benefits for the Benefit Period commencing on the Termination DateSeverance Period. The Company's obligation hereunder with respect amounts attributable to the foregoing Benefits additional benefits under any such plan shall be limited based on Executive’s compensation level as of his termination of employment. The amounts attributable to the extent additional benefits under any retirement plan that the Executive obtains any such benefits pursuant to is a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which defined contribution plan shall include the provision additional Franklin contributions that would have been made or credited on Executive’s behalf had he authorized the same elective contributions he had elected for the year in which the termination of office space employment occurs, and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts include earnings that would have accrued under the MagneTek Shareholder Return Plan had applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive’s termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero. (c) If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive’s termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Xxxxxxxx shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive’s termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. (d) During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Xxxxxxxx providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Xxxxxxxx, and Xxxxxxxx shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive’s termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Xxxxxxxx’x group health plan after Executive’s termination of employment shall be considered COBRA coverage. (e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Xxxxxxxx. (f) If at the time of Executive’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive’s termination of employment, or if earlier, Executive’s subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable period interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.purposes of Section 409A.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's ’s unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's ’s bonus for the prior fiscal year; plus (B) a portion of the Executive's ’s bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's ’s Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's ’s obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's ’s benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's ’s Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If Upon termination of Executive’s employment with Franklin under circumstances described in Section 2 above: (a) Within 30 days following the date of such termination, Franklin shall pay Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide a lump sum cash payment equal to the Executive as severance paymentsum of (i), the following(ii) and (iii) below: (i) A single lump sum payment, payable in cash within five days unpaid Base Salary earned by Executive through the date of the Termination Date termination (or if later, the Change of Control Datewhich shall include payment for all accrued but unused vacation pay), equal to the sum of:; (Aii) the accrued portion of any of the two times Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year’s Base Salary; plusand (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (Ciii) an amount equal to the sum of (A) a prorata portion of Executive's Base Compensation ’s Target Bonus (based on the date on which such termination of employment occurs), and (B) two times the Compensation MultiplierExecutive’s Target Bonus. (iib) ContinuationFranklin shall pay Executive a lump sum payment within 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 24 months of service for all purposes under such plans, on the same basis as if the and deeming Executive continued to be employed by an employee of Franklin during the Company, of Benefits for the Benefit Period commencing on the Termination DateSeverance Period. The Company's obligation hereunder with respect amounts attributable to the foregoing Benefits additional benefits under any such plan shall be limited based on Executive’s compensation level as of his termination of employment. The amounts attributable to the extent additional benefits under any retirement plan that the Executive obtains any such benefits pursuant to is a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which defined contribution plan shall include the provision additional Franklin contributions that would have been made or credited on Executive’s behalf had he authorized the same elective contributions he had elected for the year in which the termination of office space employment occurs, and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts include earnings that would have accrued under the MagneTek Shareholder Return Plan had applicable plan during the Severance Period based on the investment alternatives elected by Executive as of his termination of employment. Benefits accrued under such plans prior to Executive’s termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero. (c) If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the highest level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive’s termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive’s termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. (d) During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive’s termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin’s group health plan after Executive’s termination of employment shall be considered COBRA coverage. (e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin. (f) If at the time of Executive’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive’s termination of employment, or if earlier, Executive’s subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable period for each such target elapsed, calculated and paid, PRO RATA, for interest rate as defined in Section 417(e)(3) of the actual period elapsedInternal Revenue Code.

Benefits Upon Termination of Employment. If the Executive is entitled to benefits pursuant to this Section 26(b) hereof, in lieu of any payments and benefits provided in Section 5 the Company agrees to pay or provide to the Executive as severance payment, termination compensation the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary Base Salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal yearDate; plus (B) a portion an amount representing bonus and all other cash incentive compensation for such period determined by multiplying: (I) the average of such bonus and other cash incentive compensation accrued for each of the Executive's bonus for three preceding full years, by (II) the fiscal year in progress, prorated based upon the number of days elapsed since the commencement fraction of the fiscal year and calculated assuming that 100% of termination elapsed prior to the target under the bonus plan is achievedTermination Date; plus (C) an amount equal to 299% of the sum of: (I) the Executive's Base Compensation times Salary in effect upon the Compensation MultiplierTermination Date plus (II) the Executive's average bonus and all other cash incentive compensation accrued for each of the three preceding full years. (ii) ContinuationAll stock options, restricted stock or other equity awards then held by Employee will automatically be deemed amended, without further action on the same basis as if part of the Executive continued Company or the Executive, so that (A) all options will be fully vested and not subject to forfeiture or expiration by reason of the Executive's termination, and will be employed by the Company, of Benefits subject to exercise in full for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall remainder of their stated term; and (B) all restricted stock or other equity awards will be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages fully vested and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunderall restrictions thereon will lapse. (iii) Outplacement services Continuation of benefits as follows: (A) All benefits provided under Section 2(b) will continue for the remaining period of the Severance Term. Notwithstanding the foregoing, to the extent any such benefit cannot be provided through the applicable plan of the Company, the Company will provide such benefit outside of the plan or will provide a cash lump sum payment equal to the value of such additional benefit. (B) The Company shall meet its obligation under (A), above, in connection with its group medical/dental plan for the period ending on the earlier to occur of: (i) the end of the Severance Term or (ii) the date the Executive ceases to be provided eligible for continuation coverage under the Company's group medical/dental plan pursuant to the provisions of COBRA, by an outplacement organization providing the continuation of national reputesuch coverage at Company expense, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of contingent upon the Executive's Base Compensationtimely election of such coverage under COBRA. (C) To the extent required to avoid adverse tax consequences under Section 105(h) of the Internal Revenue Code of 1986 (the "Code"), the Company's payments under this Section 6(c)(iii) will be recognized by the Executive in his taxable income and the Executive will receive, in addition, a "gross-up" payment covering the tax liability attributable to such recognized income consistent with principles of paragraph 6(c)(v), below. (iv) Accelerated vesting Additional credited service for retirement benefits under all retirement plans, including supplemental retirement plans (if any), equivalent to the remaining period of all outstanding stock options and of all previously granted restricted stock awardsthe Employment Term. (v) Target amounts In the event that would have accrued any amount or benefit that may be paid or otherwise provided to the Executive by the Company or any affiliated company, whether pursuant to this Agreement or otherwise (collectively, "Covered Payments"), is or may become subject to the tax imposed under Code Section 4999 ("Excise Tax"), the MagneTek Shareholder Return Plan had Company will pay to the Executive a "Reimbursement Amount" equal to the total of: (A) any Excise Tax on the Covered Payments, plus (B) any Federal, state, and local income taxes, employment and excise taxes (including the Excise Tax) on the Reimbursement Amount (but without reduction for any Federal, state, or local income or employment taxes on such Covered Payments), plus (C) the product of any deductions disallowed for Federal, state or local income tax purposes because of the inclusion of the Reimbursement Amount in the Executive's adjusted gross income multiplied by the highest applicable period for each such target elapsedmarginal rate of Federal, calculated state, and paidlocal income taxation, PRO RATArespectively, for the actual period elapsedcalendar year in which the Reimbursement Amount is to be paid. For purposes of this Section 6(c)(v), the Executive will be deemed to pay (Y) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Reimbursement Amount is to be paid and (Z) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which such Reimbursement Amount is to be paid, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Executive's adjusted gross income).

Benefits Upon Termination of Employment. If Upon termination of Executive’s employment with Franklin under circumstances described in Section 2 above: (a) Within 30 days following the date of such termination, Franklin shall pay Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide a lump sum cash payment equal to the Executive as severance paymentsum of (i), the following(ii) and (iii) below: (i) A single lump sum payment, payable in cash within five days unpaid Base Salary earned by Executive through the date of the Termination Date termination (or if later, the Change of Control Datewhich shall include payment for all accrued but unused vacation pay), equal to the sum of:; (Aii) the accrued portion of any of the two times Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year’s Base Salary; plusand (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (Ciii) an amount equal to the sum of (A) a pro rata portion of Executive's Base Compensation ’s Target Bonus (based on the date on which such termination of employment occurs), and (B) two times the Compensation MultiplierExecutive’s Target Bonus. (iib) ContinuationFranklin shall pay Executive a lump sum payment (calculated based on his age as of his termination of employment) within 30 days following his termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 24 months of service for all purposes (including determining service and age for early retirement factors, on the same basis as if the applicable) under such plans, and deeming Executive continued to be employed by an employee of Franklin during the Company, of Benefits for the Benefit Period commencing on the Termination DateSeverance Period. The Company's obligation hereunder with respect amounts attributable to the foregoing Benefits additional benefits under any such plan shall be limited based on Executive’s compensation level as of his termination of employment. The amounts attributable to the extent additional benefits under any retirement plan that the Executive obtains any such benefits pursuant to is a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which defined contribution plan shall include the provision additional Franklin contributions that would have been made or credited on Executive’s behalf had he authorized the same elective contributions he had elected for the year in which the termination of office space employment occurs, and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts include earnings that would have accrued under the MagneTek Shareholder Return Plan had applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive’s termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero. (c) If Executive holds any stock-based awards as of the date of his termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive’s termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive’s termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. (d) During the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive’s termination of employment shall be considered a “qualifying event” as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible dependents under Franklin’s group health plan after Executive’s termination of employment shall be considered COBRA coverage. (e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin. (f) If at the time of Executive’s termination of employment for reasons other than death he is a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive’s termination of employment, or if earlier, Executive’s subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable period interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.purposes of Section 409A.

Benefits Upon Termination of Employment. If the Executive Officer is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive Officer as severance payment, the following: (i) A single lump sum payment, payable in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the ExecutiveOfficer's unpaid base salary and vacation through the Termination Date and any unpaid portion of the ExecutiveOfficer's bonus for the prior fiscal year; plus (B) a portion of the ExecutiveOfficer's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the ExecutiveOfficer's Base Compensation times the Compensation Multiplier. (ii) Continuation, on the same basis as if the Executive Officer continued to be employed by the Company, of Benefits for the Benefit Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the Executive Officer obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required to provide the Executive Officer hereunder as long as the aggregate coverages coverage and benefits of the combined benefit plans is no less favorable to the Executive Officer than the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national reputerepute for a period of up to twelve months following the Termination Date, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% of the Executive's Officer’s Base Compensation. (iv) Accelerated vesting of all outstanding stock options and of all previously granted restricted stock awards. (v) Target amounts that would have accrued under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsed.

Benefits Upon Termination of Employment. If If, at any time during the 36- month period following a Change in Control, (i) the Executive's employment with the Employer is terminated by the Employer (or any successor to the Employer) for any reason other than Cause, or (ii) the Executive is entitled to benefits pursuant to this Section 2terminates his employment with the Employer for any reason, the Company agrees to pay or following provisions will apply: (a) The Employer shall provide to the Executive as severance paymentat the Executive's discretion, the following: either: (i) A a single sum payment equal to the sum of three times the Executive's Base Salary and three times the Executive's Bonus, to be paid within 60 days of the Executive's termination of employment; or (ii) an annuity of equivalent value to be paid out annually over the 36 month period following Executive's termination of employment. (b) The Executive shall immediately become fully vested and entitled to receive any and all benefits accrued under any Incentive Plans and Retirement Plans to the date of termination of employment, which amount, form and time of payment of such benefits shall be determined by the terms of such Incentive Plan or Retirement Plan, and the Executive's employment shall be deemed to have terminated by reason of retirement under each such Plan under circumstances that have the most favorable result for the Executive thereunder. To the extent that such accelerated vesting or deemed termination treatment is not permitted under the terms of any such Incentive Plan or Retirement Plan, the Employer will make payments or distributions to the Executive outside of each such Plan in an amount substantially equivalent to the payments or distributions the Executive would have received had such accelerated vesting or deemed termination treatment been permitted under the terms of the Plan. (c) For purposes of all Incentive Plans and Retirement Plans, the Executive shall be given service credit for all purposes for, and shall be deemed to be an employee of the Employer during, the Severance Period. To the extent that such service credit or deemed employee treatment is not permitted under the terms of any such incentive Plan or Retirement Plan, the Employer will make payments or distributions to the Executive outside of each such Plan in an amount substantially equivalent to the payments or distributions the Executive would have received had such service credit or deemed employee treatment been permitted under the terms of the Plan. (d) If upon the date of termination of the Executive's employment, the Executive holds any options with respect to stock of the Employer, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for the shorter of: (i) 36 months after the date of the Executive's termination of employment; or (ii) for the term of the options as provided in the governing option plan or option agreement. Upon acceleration of vesting and exercise of such options, the Employer will provide to the Executive at his discretion, either: (i) a lump sum payment, payable within 60 days after the exercise of such options, in cash within five days of the Termination Date (or if later, the Change of Control Date), equal to the sum of: (A) the accrued portion of any of the Executive's unpaid base salary and vacation through the Termination Date and any unpaid portion of the Executive's bonus for the prior fiscal year; plus (B) a portion of the Executive's bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved; plus (C) an amount equal to the Executive's Base Compensation times excess, if any, of the Compensation Multiplieraggregate fair market value of all stock of the Employer subject to such options, determined as of the date of termination of employment, over the aggregate option price of such stock, and the Executive will surrender all such options unexercised, or (ii) an annuity of equivalent value earning interest at the prime rate to be paid out quarterly over a ten (10) year period beginning the date Executive becomes age 60, and the Executive will surrender all such options unexercised. (iie) ContinuationDuring the Severance Period, on the same basis Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by the Employer in which the Executive, spouse or dependents were participating immediately before the date of the Executive's termination as if the Executive continued to be employed by an employee of the CompanyEmployer; provided, that if participation in any one or more of Benefits such Welfare Plans is not possible under the terms thereof, the Employer will provide substantially identical benefits to the Executive and his spouse and other dependents outside of the Welfare Plans for the Benefit Period commencing on duration of the Termination DateSeverance Period. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that If, however, the Executive obtains any full-time employment with another employer during the Severance Period, such benefits pursuant coverage (other than federally mandated COBRA coverage) shall cease as of the day of his employment with the new employer, except if such new employer is a charitable, educational, or governmental employer as defined by the Code. (f) The Executive shall be entitled to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any Benefits it is required payment attributable to provide the Executive hereunder compensation for unused vacation periods accrued as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable date of his termination of employment. Payment for accrued, unused vacation shall be made to the Executive than in a lump sum within 30 days following the Benefits required to be provided hereunder. (iii) Outplacement services to be provided by an outplacement organization of national repute, which shall include the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% date of the Executive's Base Compensationtermination of employment. (ivg) Accelerated vesting of all outstanding stock options Subject to the provisions set forth herein, the Executive shall not be entitled to reimbursement for miscellaneous fringe benefits during the Severance Period, such as dues and of all previously granted restricted stock awardsexpenses related to club membership. or expenses for professional services. (vh) Target amounts that would Subject to the provisions set forth herein, the Executive shall not be entitled to and the Employer shall have accrued no other obligation to provide any severance pay under the MagneTek Shareholder Return Plan had the applicable period for each such target elapsed, calculated and paid, PRO RATA, for the actual period elapsedEmployer's severance pay policy or otherwise.

Benefits Upon Termination of Employment. If Upon termination of Executive’s employment with Employer under circumstances described in Section 3 above: (a) Employer shall pay Executive a lump sum payment equal to two times the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following:aggregate of (i) and (ii): (i) A single Executive’s Base Salary; and (ii) Executive’s Bonus. Such lump sum paymentpayment shall be made as soon as practicable following Executive’s termination of employment, payable but in cash within five no event later than 30 days following such termination. (b) Executive shall receive any and all benefits accrued under any other Incentive Plans and Retirement Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Incentive Plans and Retirement Plans, and Executive’s employment shall be deemed to have terminated by reason of retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans. (c) For purposes of all Incentive Plans and Retirement Plans, Executive shall be given service credit for all purposes for, and shall be deemed to be an employee of Employer during, the Severance Period, notwithstanding the fact that he is not an employee of Employer during the Severance Period. For purposes of the Termination Date Nxxxxx Rubbermaid Supplemental Executive Retirement Plan and the Nxxxxx Rubbermaid Inc. 2002 Deferred Compensation Plan, as applicable, Executive shall be deemed to have met the age and service requirements for purposes of entitlement to his fully vested accrued benefit thereunder (or i.e., age 60 and 15 years of Credited Service, as defined therein); provided that his actual age and service (including the service described in the preceding sentence) shall apply for purposes of determining the amount and commencement of such benefits. Notwithstanding the foregoing, if later, the Change of Control Date), equal to the sum of: (A) the accrued portion terms of any of the Executive's unpaid base salary such Incentive Plans or Retirement Plans do not permit such credit or deemed employee treatment, Employer shall make payments and vacation through the Termination Date and any unpaid portion distributions to Executive outside of the Plans in amounts substantially equivalent to the payments and distributions Executive would have received pursuant to the terms of the Plans and attributable to such credit or deemed employee treatment, had such credit or deemed employee treatment been permitted pursuant to the terms of the Plans. Executive shall not receive any amount under an Incentive Plan pursuant to this subsection (c) to the extent that such amount is included within Executive's bonus for the prior fiscal year; plus’s Bonus payable pursuant to subsection (a) above. (Bd) a portion If upon the date of termination of Executive’s employment, Executive holds any awards with respect to securities of Employer, (i) all such awards that are options shall immediately become exercisable upon such date and shall be exercisable thereafter until the earlier of the third anniversary of Executive's bonus for ’s termination of employment or the fiscal year in progress, prorated based upon the number of days elapsed since the commencement expiration of the fiscal year and calculated assuming that 100% term of the target options; (ii) all restrictions on any awards of restricted securities shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the highest level. To the extent any of the foregoing is not permissible under the bonus terms of any plan pursuant to which the awards were granted, Employer shall pay to Executive, in a lump sum within 30 days after termination of Executive’s employment, an amount as follows: (x) to the extent the acceleration of the exercise of such options is achieved; plus (C) not permissible, an amount equal to the Executive's Base Compensation times excess, if any, of the Compensation Multiplieraggregate fair market value of all securities of Employer subject to such options, determined on the date of termination of employment, over the aggregate option exercise price of such securities; (y) to the extent the termination or lapse of restrictions on restricted securities is not permissible, an amount equal to the aggregate fair market value of the securities subject to the restrictions (determined without regard to such restrictions); and (z) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional securities that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made. (iie) ContinuationDuring the Severance Period, Executive and his spouse and eligible dependents shall continue to be covered by all Welfare Plans in which he or his spouse or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Employer, and Employer shall continue to pay the costs of such coverage under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer shall provide substantially identical benefits or, at Executive’s election, reimburse Executive continued to be employed for his cost of obtaining comparable coverage from a third- party insurer. Such coverage shall cease if and when Executive obtains employment with another employer during the Severance Period and becomes eligible for coverage under any substantially similar plans provided by his new employer. If at the Companyend of the Severance Period, Executive or his spouse or eligible dependents are covered under any Welfare Plan that is a group health plan as defined in Title I, Part 6 of Benefits for the Benefit Employee Retirement Income Security Act of 1974 (“COBRA”), the last day of the Severance Period commencing on the Termination Date. The Company's obligation hereunder with respect to the foregoing Benefits shall be limited to the extent that the considered a “qualifying event” as such term is defined in COBRA, Executive obtains any such and his spouse and eligible dependents shall be eligible for continued benefits pursuant to a subsequent employer's benefit plansCOBRA, in which case and Executive shall be responsible for paying the Company may reduce the coverage full cost of any Benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the Benefits required to be provided hereundersuch coverage. (iiif) Outplacement services to be provided by During the Severance Period, Employer shall reimburse Executive for the expenses of an outplacement organization of national reputeautomobile in accordance with the arrangement, which shall include if any, in effect at the provision of office space and equipment (including telephone and personal computer) but in no event shall the Company be required to provide such services for a value exceeding 17% time of the termination of Executive's Base Compensation’s employment. Such reimbursement shall cease if and when Executive obtains employment with another employer during the Severance Period and receives such reimbursement from his new employer. (ivg) Accelerated vesting Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of all outstanding stock options employment. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and of all previously granted restricted stock awardsExecutive waives any right to receive such compensation. (vh) Target amounts that would have accrued under Employer shall, at Employer’s expense, provide Executive with six months of executive outplacement services with a professional outplacement firm selected by Employer. (i) Executive shall not be entitled to reimbursement for fringe benefits during the MagneTek Shareholder Return Plan had the applicable period Severance Period, such as dues and expenses related to club memberships, automobile telephones, expenses for each such target elapsed, calculated professional services and paid, PRO RATA, for the actual period elapsedother similar perquisites.