magex10-4_20091227.htm


    
      

      

    

     

     

    EXHIBIT
10.4

     

    

     

    Magnetek,
Inc.

    Non-Qualified
Stock Option Agreement

    


    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.

    


    
      	
              The
      Plan

            	
              Second
      Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc., November
      5, 2009

            
	
              Name
      of Optionee:

            	 
      
	 
      	 
      
	
              Social
      Security Number:

            	 
      
	 
      	 
      
	
              Number
      of Shares covered by Option:

            	 
      
	 
      	 
      
	
              Grant
      Date:

            	 
      
	 
      	 
      
	
              Purchase
      Price Per Share:

            	 
      
	 
      	 
      
	
              Minimum
      Number of Shares Per Partial Exercise:

            	
              100
      Shares

            


    

    


    The
Option shall vest and become exercisable in installments as
follows:

    


    Until
____________, the Option shall not be exercisable to any degree.

    


    As of
______________, the Option shall become exercisable as to 25% of the Shares
covered by the Option.

    


    As of
______________, the Option shall become exercisable as to an additional 25% of
the Shares covered by the Option.

    


    As of
________________, the Option shall become exercisable as to an additional 25% of
the Shares covered by the Option.

    


    As of
______________, the Option shall become exercisable as to the remaining 25% of
the Shares covered by the Option.

    


    Option
Term:     10 years from the Grant
Date.

    


    The
Option exercise price may be paid in the form of one or more of the
following:  (i) cash or certified or cashiers’ check, (ii) delivery of
shares of Common Stock or other property deemed acceptable by the Committee; or
(iii) a reduction in the number of Shares issuable pursuant to the
Option.  Unless otherwise specified by the Committee, Optionee may,
upon termination of employment, exercise the vested, unexercised portion of the
Option within 90 days after his or her employment termination
date.  The Option may not be sold, assigned, conveyed, gifted,
pledged, hypothecated or otherwise transferred in any manner prior to the
vesting or lapse of all restrictions, other than by will or the laws of descent
and distribution or pursuant to a “domestic relations order” as defined in the
Internal Revenue Code of 1986, as amended.


    


    


    
      	
               

              MAGNETEK,
      INC.

            	 
      	
               

              OPTIONEE

            
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              [Name]

            	 
      	
              Name:

            
	 
      	
              President
      and Chief Executive Officer

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              [Name]

            	 
      	
              Address

            
	 
      	
              Vice
      President Legal Affairs

            	 
      	 
      
	 
      	
              and
      Corporate Secretary