February 23, 2015 Fundamental Global Investors, LLC c/o D. Kyle Cerminara Charlotte, North Carolina 28209 Dear Mr. Cerminara:Board Nomination Agreement • May 13th, 2015 • Magnetek, Inc. • Electronic components, nec • Delaware
This letter constitutes the agreement (the “Agreement”) between Magnetek, Inc., a Delaware corporation (the “Company”), on the one hand, and Fundamental Global Investors, LLC (“Investor”) and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates,” and together with Investor and the Investor Affiliates, and Affiliates of any of the foregoing that are listed as filing parties on Investor’s Schedule 13D (as defined below), the “Investor Group”), on the other hand, with respect to the matters set forth below:
Magnetek, Inc. Performance Stock Award Agreement (“Incentive Stock Document”)Performance Stock Award Agreement • May 13th, 2015 • Magnetek, Inc. • Electronic components, nec
FOR GOOD AND VALUABLE CONSIDERATION, MAGNETEK, INC., a Delaware corporation, hereby grants to the Grantee named below, an award to receive shares of its $0.01 par value common stock (the “Performance Stock”), upon the terms and subject to the conditions set forth in this Performance Stock Award Agreement (the “Agreement”). The award is granted as an award of Restricted Stock Units pursuant to the 2014 Stock Incentive Plan of Magnetek, Inc., approved by the Board of Directors on February 27, 2014 and approved by the stockholders at the 2014 Annual Meeting on April 30, 2014 (the “Plan”) and is subject to the terms and conditions of the Plan, which are incorporated herein by reference, including but not limited to Section 8 governing grants of Restricted Stock Units. 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 t
Magnetek, Inc. Restricted Stock Award Agreement (“Incentive Stock Document”)Restricted Stock Award Agreement • May 13th, 2015 • 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 2014 Stock Incentive Plan of Magnetek, Inc., approved by the Board of Directors on February 27, 2014 and approved by the stockholders at the 2014 Annual Meeting on April 30, 2014 (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.
