0000751085-10-000043 Sample Contracts

Magnetek, Inc. Restricted Stock Award Agreement (“Incentive Stock Document”) (Form Restricted Stock Award Agreement Retention Based)
Restricted Stock Award Agreement • November 12th, 2010 • Magnetek, Inc. • Electronic components, nec

FOR GOOD AND VALUABLE CONSIDERATION, MAGNETEK, INC., a Delaware corporation, hereby grants to the Grantee named below, an award of restricted $0.01 par value Common Stock (the “Restricted Stock”), upon the terms and subject to the conditions set forth in this Restricted Stock Award Agreement (the “Agreement”). The award is granted pursuant to the Second Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc., November 5, 2009 (the “Plan”) and is subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise in this Agreement. The Committee, as defined in the Plan, shall have the authority to interpret this Agreement and may change or modify its terms, subject to the terms of the Plan.

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Magnetek, Inc. Non-Qualified Stock Option Agreement (Form Stock Option Award Agreement Performance Based)
Magnetek, Inc. • November 12th, 2010 • Electronic components, nec

This Performance-Based Award will be based upon achievement of the Audited Adjusted EBITDA and the Total Stockholder Return (change in share price plus any dividends) from fiscal year 20X1 through fiscal year 20X3.

Magnetek, Inc. Restricted Stock Award Agreement (“Incentive Stock Document”) (Form Restricted Stock Award Agreement Performance Based)
Restricted Stock Award Agreement • November 12th, 2010 • Magnetek, Inc. • Electronic components, nec

This Performance-Based Award will be based upon achievement of the Audited Adjusted EBITDA and the Total Stockholder Return (change in share price plus any dividends) from fiscal year 20X1 through fiscal year 20X3.

Magnetek, Inc. Non-Qualified Stock Option Agreement (Form Stock Option Award Agreement Retention Based)
Qualified Stock Option Agreement • November 12th, 2010 • Magnetek, Inc. • Electronic components, nec

FOR GOOD AND VALUABLE CONSIDERATION, MAGNETEK, INC., a Delaware corporation, hereby irrevocably grants to the Optionee named below the non-qualified stock option (the “Option”) to purchase any part or all of the specified number of shares of its $0.01 par value Common Stock upon the terms and subject to the conditions set forth in this Agreement, at the specified purchase price per share without commission or other charge. The Option is granted pursuant to the plan specified below (the “Plan”) and the standard terms and conditions (“Standard Terms and Conditions”) promulgated under such Plan. The terms of the Plan and the Standard Terms and Conditions are hereby incorporated herein by reference and made a part of this Agreement. The Compensation Committee shall have the power to interpret this Agreement.

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