Exhibit
10.39





SECOND
AMENDED AND RESTATED


2004
STOCK INCENTIVE PLAN


OF


MAGNETEK,
INC.




STANDARD TERMS AND
CONDITIONS RELATING TO NON-QUALIFIED OPTIONS




The
following standard terms and conditions apply to the non-qualified option to
purchase $0.01 par value Common Stock of Magnetek, Inc. granted under the Second
Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc. (the “Restated
2004 Plan”) (the applicable terms of which are hereby incorporated by reference
and made a part of these standard terms and conditions).  In turn,
these standard terms and conditions are incorporated by reference into each such
option.




ARTICLE
1




DEFINITIONS




Whenever
capitalized terms are used in these standard terms and conditions, they shall
have the meaning specified (i) in the Restated 2004 Plan, (ii) in the Magnetek,
Inc. Non-Qualified Stock Option Agreement (the “Option Agreement”) into which
these standard terms and conditions are incorporated by reference or (iii)
below, unless the context clearly indicates to the contrary.  The
masculine pronoun shall include the feminine and neuter, and the singular the
plural, where the context so indicates.




“Board”
shall mean the Board of Directors of the Company.




“Code”
shall mean the Internal Revenue Code of 1986, as amended.




“Company”
shall mean Magnetek, Inc., a Delaware corporation.




“Consultant”
shall mean any non-Employee providing services to the Company, or of any
corporation which is then a Parent Corporation or a Subsidiary, whether such
individual is providing services at the time the Restated 2004 Plan is adopted
or begins providing services subsequent to the adoption of the Restated 2004
Plan.




“Employee”
shall mean any employee (as defined in accordance with the Regulations then
applicable under Section 3401(c) of the Code) of the Company, or of any
corporation which is then a Parent Corporation or a Subsidiary, whether such
employee is so employed at the time the Restated 2004 Plan is adopted or becomes
so employed subsequent to the adoption of the Restated 2004 Plan.




“Fair
Market Value” of a share of the Company’s stock on a given determination date
shall mean:  the closing price for a share of the Company’s stock
reported for that date by the New York Stock Exchange (or such other stock
exchange or quotation system on which shares of the Company’s stock are then
listed or quoted) or, if no shares of the Company’s stock are traded on the New
York Stock Exchange (or such other stock exchange or quotation system) on the
date in question, then for the next preceding date for which shares of the
Company’s stock traded on the New York Stock Exchange (or such other stock
exchange or quotation system).




“Option”
shall mean the non-qualified option to purchase $0.01 par value Common Stock of
the Company granted under the Restated 2004 Plan and to which these standard
terms and conditions apply.




“Optionee”
shall mean the Employee or Consultant to whom the Option is granted under the
Restated 2004 Plan.




“Parent
Corporation” shall mean any corporation that is a “parent” of the Company within
the meaning of Rule 405 under the Securities Act.




“Securities
Act” shall mean the Securities Act of 1933, as amended.




“Shares”
shall mean shares of the Company’s Common Stock, $.01 par value.












“Subsidiary”
shall mean any corporation of which the Company has “control” within the meaning
of Rule 405 under the Securities Act.




“Termination
of Employment or Service” shall mean the time when the employee-employer or
service relationship between the Optionee and the Company, a Parent Corporation
or a Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, a termination by resignation, discharge, death or
retirement, but excluding terminations where there is a simultaneous
reemployment by the Company, a Parent Corporation or a
Subsidiary.  The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to Termination of
Employment or Service, including, but not by way of limitation, the question of
whether a Termination of Employment or Service resulted from a discharge for
good cause, and all questions of whether particular leaves of absence constitute
Terminations of Employment or Service.  The term Termination of
Employment or Termination of Service shall be interpreted in a manner consistent
with the definition of “Separation from Service” under Code Section
409A.




ARTICLE
2




ADJUSTMENTS TO
OPTION




SECTION 2.1- ADJUSTMENTS IN
OPTION




If the
outstanding securities of the class then subject to this Plan 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 the Company are
sold, then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Awards theretofore granted under this Plan and the exercise
or settlement price of such Awards, provided, however, that such adjustment
shall be made in such a manner that is consistent with the requirements of Code
Section 409A and that will not affect the status of any Award intended to
qualify as an ISO under Code Section 422 or as “performance based compensation”
under Code Section 162(m) and (b) the maximum number and type of shares or other
securities that may be issued pursuant to such Awards thereafter granted under
this Plan.




SECTION 2.2- CHANGE OF
CONTROL




(a)           Upon
or in connection with a Change of Control or a Change of Control Transaction
(each as defined in Section 2.2(b)), or upon a termination of the participant’s
employment or service with the Company following a Change of Control, the Option
shall either (A) become fully exercisable, or (B) be converted automatically
into the right to receive a payment equal to the difference between the exercise
price for all Shares subject to the Option (whether or not then subject to
exercise) and the price being paid to the holders of Shares in connection with
the Change of Control Transaction.




(b)           “Change
of Control” shall mean the first to occur of the following:




(i)           the
merger or consolidation of the Company with or into another
corporation;




(ii)           the
acquisition by another corporation person or group of all or substantially all
of the Company’s assets or 40% or more of the Company’s then outstanding voting
stock;




(iii)           the
liquidation or dissolution of the Company; or




(iv)           during
any period of 12 consecutive months, individuals who at the beginning of such
12-month period constituted the Board (together with any new directors whose
election by the Board or whose nomination for election by the stockholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board then in office,




provided, however, that a
Change of Control will not be deemed to have occurred in respect of a merger in
which (x) the Company is the surviving corporation, (y) no person or group
acquires 40% or more of the Company’s outstanding voting stock and (z) the
Shares outstanding prior to the merger remain outstanding thereafter; and provided further, that a
merger or consolidation will not be considered a Change of Control if such
transaction results only in the reincorporation of the Company in another
jurisdiction or its restructuring into holding company form.









“Change
of Control Transaction” shall mean any tender offer, offer, exchange offer,
solicitation, merger, consolidation, reorganization or other transaction that is
intended to or reasonably expected to result in a Change of
Control.




ARTICLE
3




PERIOD OF
EXERCISABILITY




SECTION 3.1- COMMENCEMENT OF
EXERCISABILITY




(a)           Subject
to Section 3.1(b), the Option shall become exercisable as set fort in the Option
Agreement.




(b)           No
portion of the Option which is unexercisable at Termination of Employment or
Service shall thereafter become exercisable.




SECTION 3.2- EXPIRATION OF
OPTION




The
Option may not be exercised to any extent by anyone after the first to occur of
the following events:




(a)           The
expiration of 10 years after the date the Option was granted; or




(b)           The
time of the Optionee’s Termination of Employment or Service unless such
Termination of Employment or Service results from his death, his disability
(with the meaning of Section 22(e)(3) of the Code), his retirement or his
voluntary or involuntary discharge other than for cause; or




(c)           In
the case of an Optionee who was an executive officer on the date the Option was
granted, the expiration of 12 months from the date of the Optionee’s Termination
of Employment or Service by reason of the Optionee’s retirement or the
Optionee’s voluntary or involuntary discharge other than for cause;
or




(d)           In
the case of an Optionee who was not an executive officer on the date the Option
was granted, the expiration of three months from the date of the Optionee’s
Termination of Employment or Service by reason of the Optionee’s retirement or
the Optionee’s voluntary or involuntary discharge other than for cause, unless
the Optionee dies within said three-month period; or




(e)           The
expiration of 12 months from the date of the Optionee’s Termination of
Employment or Service by reason of his disability (with the meaning of Section
22(e)(3) of the Code) unless the Optionee dies within said 12-month period;
or




(f)           The
expiration of 12 months from the date of the Optionee’s death; or




(g)           The
circumstances referred to in Section 2.2 in which the Option will automatically
be converted into the right to receive a cash payment.




SECTION 3.3- CONSIDERATION TO THE
COMPANY




In
consideration of the granting of the Option by the Company, the Participant
agrees to render faithful and efficient services to the Company, a Parent
Corporation or a Subsidiary, with such duties and responsibilities as the
Company shall from time to time prescribe, for a period of at least 12 months
from the date the Option is granted.  Nothing in these standard terms
and conditions, in the Option Agreement or in the Restated 2004 Plan shall
confer upon the Participant any right to continue in the employ or service of
the Company, any Parent Corporation or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company, its Parent Corporations and its
Subsidiaries, which are hereby expressly reserved, to discharge the Participant
at any time for any reason whatsoever, with or without cause.




ARTICLE
4




EXERCISE OF
OPTION




SECTION 4.1- PERSON ELIGIBLE TO
EXERCISE




During
the lifetime of the Optionee, only he may exercise the Option or any portion
thereof.  After the death of the Optionee, any exercisable portion of
the Option may, prior to the time when the Option becomes unexercisable under
Section 2.2 or 3.2, be exercised by his personal representative or by any person
empowered to do so under the Optionee’s will or under the then applicable laws
of descent and distribution.







SECTION 4.2- PARTIAL
EXERCISE




Any
exercisable portion of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or any portion thereof becomes unexercisable under Section 3.2;
provided, however, that
each partial exercise shall be for not less than the minimum number of Shares
specified in the Option Agreement and shall be for whole Shares
only.




SECTION 4.3- MANNER OF
EXERCISE




The
Option, or any exercisable portion thereof, may be exercised solely by delivery
to the Secretary of the Company or his office of all of the following prior to
the time when the Option or such portion becomes unexercisable under Section 2.2
or 3.2:




(a)           Notice
in writing signed by the Optionee or the other person then entitled to exercise
the Option or any portion thereof, stating that the Option or portion thereof is
thereby exercised, such notice complying with all applicable rules established
by the Committee; and




(b)           Full
payment:




(i)           By
delivery of cash or a certified or cashier’s check for the Shares with respect
to which such Option or portion thereof is thereby exercised; or




(ii)           To
the extent provided by the terms of the Option or otherwise with the consent of
the Committee, by delivery to the Company of Shares that have been held by the
Optionee for a period of not less than 12 months unless otherwise specified by
the Committee, duly endorsed for transfer to the Company by the Optionee or
other person then entitled to exercise the Option or portion thereof, with a
Fair Market Value determined as of the date of delivery equal to the aggregate
Option price of the Share with respect to which such Option or portion thereof
is thereby exercised; or




(iii)           Other
property acceptable by the Committee; or




(iv)           To
the extent provided by the terms of the Option or otherwise with the consent of
the Committee, by retention by the Company of Shares to be issued with a Fair
Market Value determined as of the date of issuance equal to the aggregate Option
price of the Shares with respect to which such Option or portion thereof is
thereby exercised; or




(v)           By
means of any combination of the consideration provided in the foregoing
subsections (i), (ii) (iii) or (iv); and




(c)           On
or prior to the date the same is required to be withheld:




(i)           Full
payment (in cash or by check) of any amount that must be withheld by the
Company, any Parent Corporation or any Subsidiary for federal, state and/or
local tax purposes in connection with the exercise of the Option;
or




(ii)           To
the extent provided by the terms of the Option or otherwise with the consent of
the Committee, full payment by delivery to the Company of Shares owned by the
Optionee, duly endorsed for transfer to the Company by the Optionee or other
person then entitled to exercise the Option or portion thereof, with a Fair
Market Value determined as of the date of delivery equal to the amount that must
be withheld by the Company, any Parent Corporation or any Subsidiary for
federal, state and/or local tax purposes in connection with the exercise of the
Option; or




(iii)           To
the extent provided by the term of the Option or otherwise with the consent of
the Committee, full payment by retention by the Company of Shares to be issued
with a Fair Market Value determined as of the date of issuance equal to the
amount that must be withheld by the Company, any Parent Corporation or any
Subsidiary for federal, state and/or local tax purposes in connection with the
exercise of the Option; or




(iv)           Any
combination of payments provided in the foregoing subsections (i), (ii) or
(iii); and




(d)           In
the event the Option or portion thereof shall be exercised pursuant to Section
4.1 by any person or persons other than the Optionee, appropriate proof of the
right of such person or persons to exercise the Option or portion
thereof.




The
Committee may, in its absolute discretion, take whatever additional actions it
deems appropriate in connection with the exercise of the Option and the issuance
of Shares pursuant thereto to insure compliance with the Securities Act and any
other federal or state securities laws or regulations.







SECTION 4.4- CONDITIONS TO ISSUANCE OF
STOCK CERTIFICATES




The
Shares deliverable upon the exercise of the Option, or any portion thereof, may
be either previously authorized but unissued Shares or issued Shares which have
then been reacquired by the Company.  Such Shares shall be fully paid
and nonassessable.  The Company shall not be required to issue or
deliver any certificate or certificates for Shares purchased upon the exercise
of the Option or any portion thereof prior to fulfillment of all of the
following conditions:




(a)           The
admission of such Shares to listing on all stock exchanges on which such class
of stock is then listed; and




(b)           The
completion of any registration or other qualification of such Shares under any
state or federal law or under rulings or regulations of the Securities and
Exchange Commission or of any other governmental regulatory body, which the
Company shall deem necessary or advisable; and




(c)           The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Company shall determine to be necessary or
advisable; and




(d)           The
lapse of such reasonable period of time following the exercise of the Option as
the Committee may from time to time establish for reasons of administrative
convenience.




SECTION 4.5- RIGHTS AS
STOCKHOLDER




The
holder of the Option shall not be, nor have any of the rights or privileges of,
a stockholder of the Company in respect of any Shares purchasable upon the
exercise of any part of the Option unless and until certificates representing
such Shares shall have been issued by the Company to such holder.




ARTICLE
5




OTHER
PROVISIONS




SECTION 5.1- ADMINISTRATION




The
Committee shall have the power to interpret the Restated 2004 Plan, these
standard terms and conditions and the Option Agreements, and to adopt such rules
for the administration, interpretation and application of the Restated 2004 Plan
as are consistent therewith and to interpret or revoke any such
rules.  Without limiting the generality of the foregoing, in
connection with mergers, consolidations and other corporate transactions
referred to in Section 2.2 hereof, the Committee may make such determinations
and adopt such rules and conditions as it, in its absolute discretion, deems
appropriate in connection with (a) the acceleration of exercisability of options
(including conditioning such acceleration upon consummation of the contemplated
corporate transaction) and (b) determinations as to whether the relevant
agreement for the corporate transaction provides for the assumption or
substitution of options.  All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and
binding upon the Optionee, the Company and all other interested
persons.  No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Restated 2004 Plan or the Option.  In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and
duties of the Committee under the Restated 2004 Plan and these standard terms
and conditions.




SECTION 5.2- OPTION NOT
TRANSFERABLE




Neither
the Option nor any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and an attempted disposition thereof shall be null and
void and of no effect; provided, however, that this
Section 5.2 shall not prevent transfers by will or by the applicable laws of
descent and distribution.




SECTION 5.3- CONFIDENTIALITY AND
NON-DISPARAGEMENT




Each
Optionee hereby agrees to maintain in confidence and not disclose or use, either
during or after the term of his or her employment without the prior express
written consent of the Company, any proprietary or confidential information or
know-how belonging to the Company (“Proprietary Information”), whether or not it
is in written or permanent form, except to the extent required to perform duties
on behalf of the Company in his or her capacity as an Employee or
Consultant.  Proprietary Information refers to any information, not
generally known in the relevant trade or industry, which was obtained from the
Company or which was learned, discovered, developed, conceived, originated, or
prepared by the Optionee in the scope of Employment or Service.  Such
Proprietary Information includes, but is not limited to, software, technical and
business information relating to the Company’s inventions or products, research
and development, production processes, manufacturing and engineering processes,
machines and equipment, finances, customers, marketing, production, future
business plans, personnel information, and any other information which is
identified as confidential by the Company.  The Company considers all
such Proprietary Information to be its trade secrets.  Upon
Termination of Employment or Service or at the request of Optionee’s supervisor
before termination, Optionee agrees to deliver to the Company all written and
tangible material in his or her possession incorporating the Proprietary
Information or otherwise relating to the Company’s business.  These
obligations with respect to Proprietary Information extend to information
belonging to customers and suppliers of the Company who may have disclosed such
information to the Optionee.




The
Optionee further agrees not, either orally or in writing, to speak critically or
negatively about the Company, or its past, present, or future officers,
directors, or employees, whether by expressing his or any other person’s
opinion, or by speaking in any other manner whatsoever that would reasonably be
expected to result in the Company, or its past, present, or future officers,
directors, or employees being viewed by another person in a false or negative
light.  The Optionee also agrees not to make any comments of a
denigrating or disparaging nature about any of the Company’s products, goods, or
services.







SECTION 5.4- AGREEMENT NOT TO SOLICIT
EMPLOYEES




In order
to remain eligible for the Option, Optionee agrees that during Employment or
Service and for a period of two years after Termination of Employment or Service
he or she will not solicit any employees of the Company or any Subsidiary for
purposes of providing services to or employment with any business organization
competitive with the Company or any Subsidiary.




SECTION 5.5– SHARES TO BE
RESERVED




The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of the Option.




SECTION 5.6- NOTICES




Any
notice to be given under the terms of these standard terms and conditions to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his name on the Option Agreement.  By notice given
pursuant to this Section 5.6, either party may hereafter designate a different
address for notices to be given to him.  Any notice which is required
to be given to the Optionee shall, if the Optionee is then deceased, be given to
the Optionee’s personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section 5.6.  Any notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.




SECTION 5.7- TITLES




Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Option or these standard terms and
conditions.




SECTION 5.8- CONSTRUCTION




The
Option and these standard terms and conditions shall be administered,
interpreted and enforced under the laws of the State of Delaware.




SECTION 5.9– PLAN; OPTION DOCUMENT;
AMENDMENT




(a)           The
Option is granted pursuant to the Restated 2004 Plan and is subject to all the
terms and conditions of the Restated 2004 Plan, as the same may be amended from
time to time by the Committee in its sole discretion, and these standard terms
and conditions, as they may be amended from time to time by the Committee in its
sole discretion.




(b)           The
terms of the Restated 2004 Plan, these standard terms and conditions and the
Option Agreement together constitute the “Option Document” contemplated by the
Restated 2004 Plan, and the interpretation and construction of the Option
Document by the Committee shall be final and binding upon the
Optionee.




(c)           The
Committee may amend the Option Document without the consent of the Optionee;
provided, however, that
the Option Document may not be amended following a Change of Control except for
any amendment (i) consented to in writing by the Optionee or (ii) necessary
to comply with applicable tax or securities laws or regulations.




SECTION 5.10- ARBITRATION




Any
claim, dispute or other matter in question of any kind relating to the Restated
2004 Plan, this Option grant or any interpretation or action or breach relating
to the foregoing shall be settled by arbitration conducted in the English
language in Menomonee Falls, Wisconsin, administered by the American Arbitration
Association in accordance with the Commercial Rules of the American Arbitration
Association.  Notice of demand for arbitration shall be made in
writing to the opposing party and to the American Arbitration Association within
a reasonable time after the claim, dispute or other matter in question has
arisen.  In no event shall a demand for arbitration be made after the
date when the applicable statute of limitations would bar the institution of a
legal or equitable proceeding based on such claim, dispute or other matter in
question.  The award rendered by the arbitrator shall be final and may
be entered and enforced in any court having jurisdiction thereof.  In
his award, the arbitrator will allocate, in his discretion, among the parties to
the arbitration all costs of arbitration, including the fees of the arbitrator
and reasonable attorneys’ fees, costs and expert witness expenses of the
parties.  In rendering the award, the arbitrator shall determine the
rights and obligations of the parties according to the substantive and
procedural law of Delaware.