Exhibit 99.1
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN MAGNETEK, INC.
AND
XXXXXX X. XXXXX
This Executive Employment Agreement (the "Agreement") is entered into as of
May 9, 2005, between Magnetek, Inc., a Delaware corporation ("Magnetek") and
Xxxxxx X. Xxxxx, an individual ("Xxxxx").
RECITALS
WHEREAS, Magnetek has requested that Xxxxx serve as its President and Chief
Executive Officer and Xxxxx has agreed to do so, subject to the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Magnetek and Xxxxx agree as
follows:
AGREEMENT
1. Employment Agreement. Xxxxx shall be employed by Magnetek as its President
and Chief Executive Officer. During the term of his employment, Xxxxx shall
perform the duties reasonably and typically required of and associated with the
office of President and Chief Executive Officer, as well as any other duties
that may reasonably be assigned to Xxxxx from time to time by the Board of
Directors. Xxxxx shall report directly to the Board. Subject to the powers,
authorities and responsibilities vested in the Board under the General
Corporation Law of the State of Delaware, Xxxxx'x responsibilities shall include
the management, direction and development of all of Magnetek's operations and
activities. The executives responsible for each of the subsidiaries or business
divisions of Magnetek and the corporate officers shall report directly to Xxxxx.
2. Employment Term. This Agreement shall commence on the date first set forth
above and shall remain in effect for a term of one (1) year, unless earlier
terminated pursuant to Section 7 of this Agreement (the "Term"). Thereafter,
this Agreement shall automatically extend for additional terms of one (1) year
each until terminated as set forth in this Agreement, or unless, at least 30
days prior to the end of either the original Term or any extension thereof,
Magnetek or Xxxxx notifies the other in writing that this Agreement shall
terminate at the end of the then current Term.
3. Exclusivity. During the term of his employment with Magnetek, Xxxxx shall
devote his full attention and energies to the business and affairs of Magnetek
and shall not, without the prior approval of the Board, engage in any other
business or render services of a business, professional or commercial nature to
any other entity or person. Xxxxx agrees not to serve on the Board of any other
public company without the prior approval of the Board.
4. Compensation.
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(a) Base Salary. For services rendered by Xxxxx under this Agreement,
Magnetek shall pay Xxxxx a salary of Two Hundred Fifty Thousand Dollars
($250,000) annually, payable in accordance with the standard payroll policy (the
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"Base Salary"). Xxxxx'x Base Salary shall be subject to annual review and
adjustment by the Compensation Committee of the Board of Directors.
(b) Annual Bonus. In addition to Base Salary, Xxxxx shall be eligible to
earn an annual bonus at the discretion of the Board, based upon a formulae at
least as favorable with respect to the percentage of Base Salary as is available
to other executive officers under the company's bonus plan now in effect and as
amended from time to time and provided that any applicable criteria for earning
the bonus has been satisfied.
(c) Grant of Incentive Stock Units. As an additional material inducement
to Xxxxx entering into this Agreement, Xxxxx is hereby awarded a grant of two
hundred forty thousand (240,000) incentive stock units (the "Incentive Stock
Units") at no cost, which Incentive Stock Units are granted in compliance with
Section 303A.08 of the New York Stock Exchange Listed Company Manual as an
employment inducement award separate and apart from the 2004 Stock Incentive
Plan of Magnetek, Inc. Each Incentive Stock Unit represents the right to receive
one (1) share of Magnetek's common stock, par value $.01 per share (the "Common
Stock"), pursuant to this Section 4(c). The Incentive Stock Units are subject to
the following terms and conditions:
(i) Vesting. The Incentive Stock Units vest on June 23, 2005.
(ii) Payment in Respect of Vested Units. Xxxxx shall be entitled to
receive from Magnetek one share of Common Stock (as adjusted from time to time
pursuant to Section 4(c)(iv)) for each Vested Unit on the earlier of (a) the
date that is six (6) months after the termination of Xxxxx'x employment with the
Company for any reason and (b) the consummation of a "change in the ownership or
effective control" of Magnetek or a "change in the ownership of a substantial
portion of the assets" of Magnetek within the meanings ascribed to such terms in
Treasury Department regulations issued under Section 409A of the Code.
(iii) Adjustments. If the outstanding shares of the Common Stock are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or shares
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property and
assets of Magnetek are sold, then, unless the terms of such transaction shall
provide otherwise with Xxxxx'x consent, the Compensation Committee of the Board
of Directors shall, in its sole discretion, make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may be received by Xxxxx in respect of the Incentive Stock
Units. The Compensation Committee of the Board of Directors shall have the sole
authority to resolve any other issues with regard to the Incentive Stock Units
as if such units had been awarded pursuant to the 2004 Stock Incentive Plan of
Magnetek, Inc.
(iv) Transfer Restrictions. Any sale, transfer, assignment,
encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by
bequest, devise or descent, or other transfer or disposition of any kind,
whether voluntary or by operation of law, directly or indirectly, of (i) the
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Incentive Stock Units or (ii) the shares of Common Stock subject to such
Incentive Stock Units shall be strictly prohibited and void.
(vi) Securities Law Compliance. Magnetek may impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and
manner of any resales by Xxxxx or other subsequent transfers by Xxxxx of any
shares issued as a result of or under the Incentive Stock Units, including
without limitation (i) restrictions under an xxxxxxx xxxxxxx policy and (ii)
restrictions that may be necessary in the absence of an effective registration
statement under the Securities Act of 1933, as amended, covering the resale of
the shares underlying the Incentive Stock Units. Any sale of the shares
underlying the Incentive Stock Units must also comply with other applicable laws
and regulations governing the sale of such shares.
5. Benefits. The Executive and his dependents shall not be entitled to receive
any benefits generally made available to other Magnetek employees, including but
not limited to, medical and dental, disability, group-term life insurance
coverage and any retirement savings plan, whether now existing or hereafter in
effect. Xxxxx shall be entitled to vacation benefits in accordance with
Magnetek's policies in effect on the date of this Agreement, as amended from
time-to-time. Magnetek may, in its sole discretion, elect to purchase life
insurance covering Xxxxx'x life for the benefit of Magnetek. Xxxxx shall
cooperate with Magnetek in obtaining such life insurance, including voluntarily
submitting to a medical examination.
6. Reimbursement for Expenses. Xxxxx is authorized to incur and seek
reimbursement for reasonable travel and other expenses related to the
performance of his responsibilities for Magnetek. Xxxxx agrees to provide
Magnetek with appropriate documentation in support of claimed expenses for its
records. Xxxxx'x expense reports shall routinely be submitted for approval to
the Chief Financial Officer and shall be subject to approval by the Board.
7. Termination of Employment.
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(a) By Magnetek. Magnetek shall have the right to terminate Xxxxx'x
employment as follows:
(i) Death or Disability. Xxxxx'x employment shall terminate upon his
death or in the event of an illness or other disability that renders Xxxxx
unable to perform his duties for three (3) consecutive months or for six (6)
months of any consecutive twelve (12) month period, subject to reasonable
accommodation of the disability to the extent legally required under the
Americans with Disabilities act or other applicable law. In the event of
termination pursuant to this Section 7(a)(i), Xxxxx (or his estate or heirs)
shall receive the Base Compensation, as defined in this Agreement, through the
date of such termination, plus payment in respect of any then accrued and unused
vacation time based upon his then current Base Salary.
(ii) For Cause Termination. Magnetek may terminate Xxxxx'x employment
for Cause, as defined in this Agreement. In the event of termination of his
employment pursuant to this Section 7(a)(ii), Xxxxx shall receive accrued and
unpaid Base Salary and accrued and unused vacation time calculated as of the
effective date of termination, based on the Base Salary in effect on the date of
termination.
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(iii) Without Cause. The Board may terminate Xxxxx'x employment at any
time without cause. In the event of termination of his employment pursuant to
this Section 7(a)(iii), Xxxxx shall receive (i) accelerated vesting of (A) all
outstanding stock options that were granted to Xxxxx in respect of his
employment with the Company as President and Chief Executive Officer, (B) all,
restricted stock grants; (ii) the Base Compensation through the date of
termination, plus payment in respect of any then accrued and unused vacation
time based upon his then current Base Salary and (iii) a lump-sum cash payment
in an amount equal to the product of Xxxxx'x monthly Base Salary in effect on
the date his employment is terminated, multiplied by the number of months
remaining in the Term, as then in effect.
(b) Termination by the Executive. Xxxxx shall have the right to terminate
his employment as follows:
(i) For Good Reason. Xxxxx may terminate his employment under this
Agreement for Good Reason. In the event Xxxxx terminates his employment pursuant
to this Section 7(b)(i), he shall receive (i) accelerated vesting of (A) all
outstanding stock options that were granted to Xxxxx in respect of his
employment with the Company as President and Chief Executive Officer, (B) all
restricted stock grants; (ii) the Base Compensation through the date of
termination, , plus payment in respect of any then accrued and unused vacation
time based upon his then current Base Salary and (iii) a lump-sum cash payment
in an amount equal to the product of Xxxxx'x monthly Base Salary in effect on
the date his employment is terminated, multiplied by the number of months
remaining in the Term, as then in effect.
(ii) Without Cause. Xxxxx may terminate his employment under this
Agreement without reason by giving Magnetek not less than ninety (90) days'
prior written notice. In the event Xxxxx terminates his employment pursuant to
this Section 7(b)(ii), Xxxxx shall receive his then current Base Salary through
the date of termination, plus payment in respect of any then accrued and unused
vacation time based upon his then current Base Salary, and all vested Incentive
Stock Units payable in accordance with Section 4(c)(iii).
8. Benefits Upon Change of Control
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(a) Events Giving Rise to Benefits. Magnetek agrees to pay or cause to be
paid to Xxxxx the benefits specified in this Section 8 if there is a Change of
Control and within the Change of Control Period, Magnetek or its Successor
terminates the employment of Boren as President and Chief Executive Officer for
any reason other than Cause, death or disability or if Xxxxx voluntarily
terminates his employment for Good Reason.
(b) Benefits Upon Termination by Change of Control. If Xxxxx is entitled
to benefits pursuant to this Section 8, Magnetek agrees to pay or provide to
Xxxxx as severance, payment of the following:
(i) a single lump sum payment, payable in cash within five (5) days
of the termination date, equal to the sum of the accrued portion of any of
Xxxxx'x unpaid Base Salary then in effect and accrued and unused vacation
through his termination date (based upon his then current Base Salary) and any
unpaid portion of his bonus for the prior fiscal year plus a portion of his
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
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100% of the target under the bonus plan is achieved, plus, an amount equal to
Xxxxx'x Base Compensation times the Compensation Multiplier.
(ii) accelerated vesting of all outstanding stock options that were
granted to Xxxxx in respect of his employment with the Company as President and
Chief Executive Officer and of all previously granted restricted stock awards
and Incentive Stock Units.
(c) Eligibility; Effect on Other Agreements and Plans
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(i) In the event Xxxxx is also a party to a Stay and Pay Agreement or
severance agreement that entitled him to any payment, this Section 8 shall be
null and void and Xxxxx shall not be entitled to any payment or benefit
hereunder, unless otherwise approved by the Compensation Committee of the Board
of Directors. Nothing in this Section 8 shall prevent or limit Xxxxx'x
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by Magnetek and for which Xxxxx may qualify, nor shall
anything herein limit or reduce any rights as Xxxxx may have under any other
agreements with Magnetek. Amounts that are vested benefits or that Xxxxx is
otherwise entitled to receive under any plan or program of Magnetek shall be
payable in accordance with such plan or program, unless specifically modified by
this Section 8.
(d) Golden Parachute Tax
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(i) In the event that, the Value (as hereinafter defined)
attributable to the payments and benefits provided in Sections 7 or 8 above, in
combination with the Value attributable to other payments or benefits in the
nature of compensation to or for the benefit of Xxxxx (including but not limited
to the value attributable to accelerated vesting of options and, collectively
with payments due under Section 7 or 8, "Payments"), would constitute an "excess
parachute payment" (within the meaning of Section 280G of the Code), such that
the excise tax of Section 4999 of the Code (the "Excise Tax") is imposed on
Xxxxx, Magnetek shall provide to Xxxxx (either directly or through payment of
taxes via required withholding), in cash, an additional payment (the "Gross-up
Payment") such that the net amount retained by Xxxxx from the Payments and the
Gross-up Payment, after reduction for any Excise Tax upon the Payments and any
federal, state and local income and employment taxes and Excise Tax on the
Gross-up Payment, and any interest, penalties or additions to tax payable by
Xxxxx with respect thereto, shall be equal to the Payments at the time such
Payments are to be made.
(ii) For purposes of this Section 8(d), Magnetek and Xxxxx hereby
irrevocably appoint the persons who constitute the Compensation Committee of the
Board immediately prior to a Change of Control, or a three person panel named by
a majority of them, as arbitrators (the "Arbitrators") to make all
determinations required under this Section 8, including but not limited to the
Value of all Payments (and the components thereof) and the amount and nature of
any reduction of Agreement Payments required by this Section 8. For purposes of
this Section 8, "Value" shall mean value as determined by the Arbitrators
applying the valuation procedures and methodologies established pursuant to the
Code section or sections applicable to "excess parachute payments", including
any non-binding interpretive guidance as the Arbitrators determine appropriate.
The determinations of the Arbitrators shall be final and binding on both
Magnetek and Xxxxx, and their successors, assignees, heirs and beneficiaries,
for purposes of determining the amount payable under Sections 7 or 8. All fees
and expenses of the Arbitrators (including attorneys' and accountants' fees)
shall be borne by Magnetek. The arbitrators will be compensated, to the extent
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they are not then members of the Board's Compensation Committee, at the rates at
which they would have been compensated for their work as Committee members in
effect immediately prior to the Change of Control Date.
9. Trade Secrets. Xxxxx shall not, at any time during the Term or thereafter,
make use of or divulge any trade secrets or other confidential information of
Magnetek, except to the extent that such information becomes a matter of public
record other than through the actions of Xxxxx, is published in a newspaper,
magazine, or other periodical available to the general public, or as the Board
may so authorize in writing; and when Xxxxx shall cease to be employed as an
officer of Magnetek, Xxxxx shall surrender to this Company all equipment,
property, records and other documents obtained by him or entrusted to him during
the course of this employment hereunder (together with all copies thereof) which
pertain specifically to any of the businesses of Magnetek or which were paid for
by Magnetek.
10. General.
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(a) Withholding. All cash compensation payable to Xxxxx under this
Agreement shall be subject to any applicable federal, state and local tax
withholding. To the extent that Magnetek is legally required to withhold on the
value of the non-cash compensation received by Xxxxx under this Agreement,
Magnetek shall be entitled to withhold such amounts from cash compensation due
hereunder.
(b) Mitigation of Damages. Xxxxx shall not be required to mitigate his
damages by seeking alternative employment in the event that Magnetek breaches
this Agreement or upon termination of Xxxxx'x employment, nor shall any payments
due under Sections 7 or 8 be reduced by any earnings that Xxxxx may receive from
any other source.
(c) Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of Xxxxx and his heirs, and Magnetek and its successors and assigns.
Neither Magnetek nor Xxxxx may, without the express written consent of the
other, assign any rights or obligations hereunder to any person, firm or
corporation, except that Magnetek may assign this Agreement to a Successor.
(d) Amendment; Waiver. This instrument contains the entire agreement of
the parties and shall supersede any and all other agreements among the parties.
No amendment or modification of this Agreement shall be valid unless evidenced
by a written instrument executed by the parties hereto. No waiver by either
party of any breach by the other party of any provision or condition of this
Agreement shall be deemed a waiver of any similar or dissimilar provision or
condition at the same or any prior or subsequent time.
(e) Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of California.
(f) Notices. All notices which a party is required or may desire to give
another party under or in connection with this Agreement shall be given in
writing by addressing the same to the, other party as follows:
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If to the Executive to:
Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx Xxxx., Xxxxx 000
Observation Point North
Xxxxxx, Xxxxxxx 00000
If to the Company, to:
Magnetek, Inc.
Attention: Xxxxxx Xxxxx, Chairman
00000 Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
or a such other places as may be designated in writing by like notice. Any
notice shall be deemed to have been given (a) three (3) business days after
being addressed as required herein and deposited by certification or registered
mail, return receipt request, postage prepaid, in the United States mail; or (b)
a nationally recognized overnight courier service; or (c) upon personal
delivery.
(g) Severability. Each provision of this Agreement constitutes a separate
and distinct undertaking, covenant or provision hereof. Should any provision of
this Agreement finally be determined to be unlawful, such provisions shall be
deemed severed from this Agreement, but every other provisions of this Agreement
shall remain in full force and effect, and in substitution for any such
provision held unlawful, there shall be substituted a provision of similar
import reflecting the original intent of the parties hereto to the extent
permissible under law.
(h) Voluntary Agreement. Xxxxx and Magnetek represent and agree that each
has reviewed all aspects of this Agreement, has carefully read and fully
understands all provisions of this Agreement and is voluntarily entering into
this Agreement. Each party represents and agrees that such party has had
opportunity to review any and all aspects of this Agreement with the legal, tax
or other advisors of such party's choice.
(i) Dispute Resolution
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(i) Any dispute between Xxxxx and Magnetek arising out of this
Agreement (other than a dispute in respect of Sections 4(c) or 8(d)), the
termination of this Agreement, or otherwise related to Xxxxx'x employment with
Magnetek, shall be resolved by arbitration or mediation by submitting the
dispute to Judicial Arbitration and Mediation Services (JAMS). The parties
intend to create a flexible, practical and expeditious method of resolving any
disagreements hereunder and may agree to any other mutually acceptable form of
resolution. Neither JAMS nor any alternative source selected by the parties
shall be required to follow any particular rules or procedure, except that it
shall render a written decision resolving each and every dispute submitted to it
by the parties.
(ii) If the parties are unable to agree upon a method of resolving the
dispute pursuant to (i) above within 30 days of the date on which any party has
made a written request to all other parties to submit a dispute to JAMS or some
other mutually agreeable source, the dispute shall be subject to mandatory
arbitration in Los Angeles, California under the rules of the American
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Arbitration Association (the "AAA"). The matter shall be heard by a single
arbitrator, who shall be a lawyer with significant experience in corporate and
executive benefit matters. The arbitrator shall not have authority to award
punitive damages under any circumstances to any party unless repudiating the
arbitrator's authority to do so would cause this arbitration clause to be ruled
ineffective under applicable state or federal law. The parties, however,
expressly grant the arbitrator the authority to issue an award for injunctive or
other equitable relief. Nothing stated herein, however, shall prevent or limit
any party from applying to a court of competent jurisdiction for provisional
relief, pursuant to applicable state of federal law, on the ground that the
arbitration award which the applicant may be entitled may be rendered
ineffectual without provisional relief. The parties shall be entitled to take
discovery pursuant to the procedural laws of California governing civil
litigation; PROVIDED, HOWEVER, that neither party shall be entitled to take more
than five depositions without leave of the arbitrator. The hearing shall be
completed within 180 days of the earliest submission to the arbitrator. The
arbitrator shall be required to submit a written award, in a form to be mutually
agreed upon by the parties, within 45 days of the close of the hearing if post
arbitration briefs are submitted, or within 30 days of the close of the hearing
if post-arbitration briefs are not submitted.
(iii) The parties intend this arbitration provision to be valid,
enforceable, irrevocable and construed as broadly as possible. The parties
further intend that the arbitration hereunder be conducted in as confidential a
manner as is practicable under the circumstances, and intend for the award to be
confidential unless that confidentiality would frustrate the purpose of the
arbitration. The arbitrator shall not assess interest on amounts found to be
owing hereunder. Magnetek shall pay all reasonable legal fees and related
expenses incurred by Xxxxx in connection with any proceeding pursuant to this
Section 10(h) to enforce the provisions of this agreement in which Xxxxx is
successful as to material issues.
11. Definitions. When used in this Agreement, the following terms have meanings
set forth below:
(a) "Base Compensation" means the sum of Xxxxx'x annual salary in effect
on the earlier of the Change of Control Date or the date of termination of his
employment, plus, and subject to Compensation Committee's approval, 100% of the
target under the bonus plan for the fiscal year during which the Change of
Control Date or termination of employment occurs, plus an amount equal to the
value on the grant date of all stock options, restricted stock and Incentive
Stock Units granted to Xxxxx during the term of his employment as President and
Chief Executive Officer.
(b) "Base Salary" means the sum of $250,000, which shall be subject to
adjustment from time to time by the Compensation Committee.
(c) "Cause" means (i) conviction of a felony or misdemeanor involving
moral turpitude, or (ii) willful gross neglect or willful gross misconduct in
carrying out the executive's duties, resulting in material economic harm to
Magnetek or a Successor.
(d) "Change of Control" means (i) any event described in Section 13 of the
Magnetek Inc. 2004 Employee Stock Incentive Plan or any event so defined in any
stock incentive or similar plan adopted by Magnetek in the future unless, in
either case, such event occurs in connection with a Distress Sale and (ii) any
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event which results in the Board ceasing to have at least a majority of its
members be "continuing directors." For this purpose, a "continuing director"
means a director of Magnetek who held such position on May 9, 2005 or who
thereafter was appointed or nominated to the Board by a majority of continuing
directors.
(e) "Change of Control Date" means the date on which a Change of Control
is consummated.
(f) "Change of Control Period" means the period commencing on the earlier
of (i) 180 days prior to the Change of Control Date and (ii) the announcement of
a transaction expected to result in a Change of Control, and ending on the
second anniversary of the Change of Control Date.
(g) "Code" means the Internal Revenue Code of 1986, as amended. References
herein to a specific section of the Code shall be deemed to include comparable
or analogous provisions of state, local and foreign law.
(h) "Compensation Multiplier" means 1.5.
(i) "Disability" means the inability of Xxxxx due to illness, accident, or
otherwise, to perform his duties for three (3) consecutive months or for six (6)
months of any consecutive twelve (12) month period, as determined by a qualified
physician.
(j) "Distress Sale" means a Change of Control occurring within 18 months
of any of the following: (i) the Company's independent public accountants shall
have made a "going concern" qualification in their audit report (other than by
reason of extraordinary occurrences, such as material litigation, not
attributable to poor management practices); (ii) the Company shall lack
sufficient capital for its operations by reason of termination of its existing
credit lines or the Company's inability to secure credit facilities upon
acceptable terms; or (iii) the Company shall have voluntarily sought relief
under, consented to or acquiesced in the benefit of application to it of the
Bankruptcy Code of the United States of America or any other liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments or similar laws, or shall
have been the subject of proceedings under such laws (unless the applicable
involuntary petition is dismissed within 60 days after its filing).
(k) "Good Reason" means (i) without Xxxxx'x prior written consent,
assignment to him of duties materially inconsistent in any respect with his
position as President and Chief Executive Officer or any other action that
results in a material diminution in his position, authority, duties,
responsibilities, annual base salary or target bonus; or (ii) assignment of
Xxxxx, without his prior written consent, to a place of business that is not
within the metropolitan area of Nashville.
(l) "Stay and Pay Agreement" means a "stay and pay" or retention agreement
entered into in contemplation of a sale by Magnetek of a division or business
unit.
(m) "Successor" means any acquirer of all or substantially all of the
stock, assets or business of Magnetek.
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IN WITNESS WHEREOF, Magnetek and Xxxxx have duly executed this Agreement as of
the date first set forth above.
MAGNETEK, INC.
By:
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Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
President and Chief Executive Officer Chairman of the Board
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