magex10-3_20091227.htm


    
      

      

    

     

    EXHIBIT
10.3

     

    

     

    Magnetek,
Inc.

    Restricted
Stock Award Agreement

    (“Incentive
Stock Document”)

     

     

    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.

     

    
      	
              
Grantee:

            	
              [Name]

            
	 
      	 
      
	
              Number
      of Shares

              Awarded:

            	
              [Number of Shares
      Granted]

            
	
              *Subject
      to restrictions in

                the
      Plan and this Agreement

            	 
      
	 
      	 
      
	
              Date
      of Award:

            	
              [Date]

            
	 
      	 
      
	
              Vesting:

            	
              Your
      rights in and to the Restricted Stock shall not be vested as of the Grant
      Date and shall be subject to the forfeiture provisions set forth below
      unless and until otherwise vested pursuant to the terms of this Agreement.
      Provided that you remain continuously employed by the Company through
      [date], [insert percentage] of
      the Restricted Stock will vest on [insert date or vesting
      schedule]. There are no other vesting requirements for these
      shares.

            
	 
      	 
      
	
              Restrictions:

            	
              Until
      the Restricted Stock vests, it shall not be liable for any of your debts,
      contracts or obligations nor is it subject to transfer, sale, pledge,
      encumbrance, assignment or any other means of disposition, whether
      voluntary, involuntary or by operation of law as a result of a judgment,
      levy, attachment, garnishment or any other legal or equitable proceedings
      (including bankruptcy). Any attempted disposition of the Restricted Stock
      prior to vesting shall be null and void and of no effect; provided,
      however, that nothing in this section shall prevent a transfer by will or
      by the applicable laws of descent and distribution, except as limited by
      the Plan.

            
	 	 
	
               Forfeiture:

            	
              In
      the event that your employment is terminated voluntarily or you have given
      notice of your intent to terminate your employment prior to the above
      vesting date, all of the Restricted Stock awarded to you under this
      Agreement will be forfeited. In the event your employment is involuntarily
      terminated prior to the above vesting date, all of the Restricted Stock
      awarded to you under this Agreement will be forfeited unless the
      Committee, in its sole and absolute discretion, elects to accelerate the
      vesting of some or all of the Restricted Stock awarded under this
      Agreement. In the event that your employment is terminated as a result of
      a “Change of Control”, as defined in Section 13.2 of the Plan, your rights
      with respect to the Restricted Stock will be subject to the terms of
      Section 13 of the Plan. [optional: and of your Change of Control
      Agreement].

            
	 
      	 
      
	
              Stockholder
      Status;

              Voting:

            	
              From
      and after the Grant Date, you will be recorded as a shareholder of the
      Company with respect to the shares of Restricted Stock (whether vested or
      unvested) and shall have voting rights with respect to such shares unless
      and until any such shares are forfeited pursuant to this Agreement or
      transferred back to the Company.

            
	 
      	 
      
	
              Dividends:

            	
              From
      and after the Grant Date and unless and until the Shares are forfeited
      pursuant to this Agreement or otherwise transferred back to the Company,
      you will be entitled to receive all dividends and other distributions paid
      with respect to the Restricted Stock, if any. Dividends payable by the
      Company to public stockholders in cash shall, with respect to any unvested
      shares of Restricted Stock, be paid in cash on or about the date such
      dividends are payable to public stockholders, subject to any applicable
      tax withholding requirements.

            
	 
      	 
      
	
              Transferability:

            	
              Neither
      the Restricted Stock award, nor any interest in the award, are
      transferable, subject to the provisions of Section 11.1 of the
      Plan.

            
	 	 
	
              Payment
      of Withholding

              Taxes:

            	
              If
      at any time the Company becomes obligated to withhold any amount for
      federal, state or local taxes imposed as a result of the grant of this
      Restricted Stock to you, including, without limitation, any employment
      tax, income tax, F.I.C.A., or state disability insurance (the date upon
      which the Company becomes so obligated shall be referred to herein as the
      “Withholding Date”), then you shall pay any such tax liability, in cash or
      by check with immediately available funds, to the Company on or before the
      Withholding Date or shall assign to the Company from the proceeds of any
      agreed upon sale of Restricted Stock the amount necessary to pay the tax
      liability. Execution of this Agreement constitutes your authorization and
      consent to the Company withholding the full amount of any tax liability
      from compensation or other amounts due and otherwise payable to you in the
      event that you do not pay the tax liability to the Company on or before
      the Withholding Date or assign to the Company sufficient proceeds from a
      sale of Restricted Stock to pay the tax liability and you further agree
      that any such withholding and payment of any tax liability by the Company
      to the relevant taxing authority shall constitute full satisfaction of the
      Company’s obligation to pay such compensation or other amounts to
      you.

               

              In
      addition to the foregoing, all or any portion of the taxes required to be
      withheld by the Company in connection with the exercise, vesting,
      settlement or transfer of any Restricted Stock award, may, at your
      election, be paid by the Company by withholding shares of the Company’s
      capital stock otherwise issuable or subject to the Restricted Stock Award,
      having a fair market value equal to the amount required or elected to be
      withheld or paid.  Any such election is subject to such
      conditions or procedures as may be established by the Committee and may be
      subject to disapproval by the Committee.

            
	 
      	 
      
	
              Taxable
      Income and

              Section
      83(b) Election:

            	
              You
      understand that the taxable income recognized by you as a result of the
      award of Restricted Stock pursuant to this Agreement, and the overall tax
      liability and Withholding Date would be affected by your decision within
      30 days of the Grant Date to make an election under Section 83(b) of the
      United States Internal Revenue Code (an “83(b) Election”). You understand
      and agree that it is your sole responsibility to decide whether to make an
      83(b) Election with respect to the award of Restricted Stock and for
      properly making the election and filing the proper form with the relevant
      taxing authorities on a timely basis. You acknowledge and agree that you
      have not and will not rely on the Company for advice in connection with
      this decision and you further acknowledge that the Company has advised you
      to contact your own tax advisor to discuss the desirability of making an
      83(b) Election with respect to this grant. You further agree that it is
      your responsibility to timely notify the Company of your decision and to
      immediately submit to the Company a signed copy of any 83(b) Election form
      that you file with respect to this grant of Restricted Stock and to pay
      applicable withholding taxes to the Company at the time that the 83(b)
      Election is filed.

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


    


    
      	
              Escrow:

            	
              Until
      the Restricted Stock vests, the record address of the holder of record
      shall be “c/o the Secretary of Magnetek, Inc.” at the address of the
      Corporate Offices of the Company. The stock will be held in escrow in the
      custody of the Secretary of the Company and shall contain the following
      legend: “THE TRANSFER AND REGISTRATION OF TRANSFER OF THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AS
      PROVIDED IN A RESTRICTED STOCK AGREEMENT DATED AS OF [DATE] BY AND BETWEEN
      MAGNETEK, INC. AND [INSERT NAME OF
      GRANTEE]”. After the stock vests, you are entitled, provided you
      have paid any tax liability, to receive the certificate representing the
      Restricted Stock, which shall no longer contain the above
      legend.

            
	 
      	 
      
	
              No
      Employment Rights:

            	
              This
      Agreement does not confer upon you any right to continue in the employment
      of Magnetek, Inc. or any of its subsidiaries or affiliates, nor does it
      affect the Company’s right to terminate your employment, with or without
      cause, or confer any right upon you to participate in any welfare or
      benefit plan of the Company.

               

               

               

            


    

    


    
      	
               
      

            	
               

            


    

    
      	
              MAGNETEK,
      INC.

            	 
      	
              GRANTEE

            
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              [Name]

            	 
      	
              Name:

            
	 
      	
              President
      and Chief Executive Officer

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              [Name]

            	 
      	
              Address

            
	 
      	
              Vice
      President Legal Affairs

            	 
      	 
      
	 
      	
              and
      Corporate Secretary