exv10w4






Exhibit 10.4




EXECUTION COPY




NORTEK, INC., NORTEK HOLDINGS, INC. and ALMON C. HALL, III

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”) among NORTEK, INC., a Delaware
corporation (“Nortek”), NORTEK HOLDINGS, INC., a Delaware corporation (“Nortek
Holdings”) (Nortek and Nortek Holdings, collectively referred to hereinafter as
“Employer”), and Almon C. Hall, III, a resident of Rhode Island (hereinafter called
“Employee”), amends and restates that certain Employment Agreement among Nortek, Prior
Holdings (as defined below) and Employee dated as of January 9, 2003 (the “Prior
Agreement”).



     WHEREAS, on July 15, 2004, THL Buildco Holdings, Inc. and THL Buildco, Inc., companies
affiliated with Thomas H. Lee Partners, L.P., entered into a stock purchase agreement with
affiliates of Kelso & Company, L.P., Employee and certain other parties (the “Stock Purchase
Agreement”), pursuant to which THL Buildco, Inc. agreed to purchase all the outstanding capital
stock of the then-existing Nortek Holdings, Inc. (“Prior Holdings”);



     WHEREAS, immediately following the Closing, as defined in the Stock Purchase Agreement, (A)
THL Buildco, Inc. merged with and into Prior Holdings and Prior Holdings merged with and into
Nortek, with Nortek continuing as the surviving corporation, and (B) THL Buildco Holdings, Inc.
became the new parent company of Nortek and was renamed “Nortek Holdings, Inc” (which acquisition
by THL Buildco, Inc. and the related mergers are collectively referred to hereinafter as the
“Acquisition.”);



     WHEREAS, Employer desires to assure that it will have the benefit of the continued service and
experience of Employee as Vice President and Chief Financial Officer of Employer and an integral
part of its management for a period of time and Employee is willing to enter into an agreement to
such ends upon the terms and conditions set forth in this Agreement; and



     WHEREAS, Employee and Employer desire to enter into this Agreement, which shall amend and
restate the Prior Agreement and govern the terms of Employee’s employment with Employer as of the
date of, and immediately following, the Acquisition (the “Effective Time”). In
consideration of the foregoing and the mutual agreements herein contained, the parties mutually
agree as follows:




	1.	 	Employment Period and Duties






	 	(a)	 	Commencing at the Effective Time and ending on the termination of the
Employee’s employment as provided herein (hereinafter called the “Employment
Period”), Employer shall employ Employee, and Employee shall serve as an employee
of Employer.
	 
	 	(b)	 	During the Employment Period, Employee shall serve as Vice President and
Chief Financial Officer of Employer, or in such other executive




 









 






	 	 	 	capacity at a similar
level of responsibility and with such other duties as
the Chief Executive Officer of Employer (the “CEO”) and Employee may from
time to time mutually determine, and Employee accepts employment on the terms and
conditions contained herein and agrees to devote a substantial part of his working
time and energies to the business of Employer and to faithfully and diligently
perform the customary duties of his office and such other duties, reasonable
vacations (of not less than five weeks per year) and time devoted to charitable and
community service, and absences due to illness and holidays excepted. Such other
duties may include the performance of services for any of Employer’s subsidiaries
and, without further remuneration (except as otherwise agreed), may also include
service as an officer or director of one or more of Employer’s subsidiaries.
	 
	 	(c)	 	During the Employment Period, Employer shall maintain an appropriately
appointed executive office for Employee in Providence, Rhode Island (or at such other
location as Employee and Employer shall mutually agree) of not less than the size of
Employee’s current office and associated administrative space from which Employee
shall perform his duties and shall provide Employee with executive secretarial and
other administrative staff and services suitable to his offices and duties.






	2.	 	Compensation






	 	(a)	 	Basic Salary. Employee shall, during the Employment Period, receive a basic
annual salary of not less than $430,000, subject to such adjustments as the CEO shall
make at the beginning of each year (hereinafter called the “Basic Salary”)
payable monthly.
	 
	 	(b)	 	Incentive Compensation. In each year of the Employment Period, Employee
shall receive incentive compensation in an amount recommended by the CEO and approved
by the Compensation Committee (the “Committee”) of the Board of Directors of
Nortek Holdings (the “Board”).
	 
	 	(c)	 	Equity Issuance. THL-Nortek Investors, LLC (the “LLC”) shall issue to
Employee at the Effective Time 4,246.02 Class C Units of the LLC, subject to the terms
and conditions of the Management Unit Subscription Agreement, dated as of August 27,
2004, between Employee and the LLC.
	 
	 	(d)	 	Lifetime Medical Coverage.






	 	(i)	 	Employer shall provide Employee, his Spouse and dependents
with lifetime Medical Coverage at no cost to Employee, beginning upon the
termination of Employee’s employment with Employer, howsoever caused, (the
“Triggering Date”). For purposes of this Agreement, (A)
“Spouse” shall mean any individual married to Employee only during the
time such individual is married to





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	 	 	 	Employee, provided that an individual who
is married to Employee at the time of Employee’s death shall be a Spouse for
the remainder
of such individual’s lifetime and (B) “Medical Coverage” shall
mean all medical and dental benefits that are provided Employee at the
Effective Time, any medical or dental expense that would be deductible by
Employee under section 213 of the Internal Revenue Code of 1986, as
amended (the “Code”), including insurance premiums, long term care
benefits (determined without regard to any limitation under section 213 of
the Code), co-payments and deductible amounts (all determined without
regard to the deductible threshold set forth in section 213(a) of the
Code) if paid by the Employee directly, and such other reasonable medical
and dental expenses that Employer may approve from time to time, but in no
event shall Employer’s reimbursement obligation for Employee, his Spouse
or dependents under this Section 2(d) exceed $1,000,000 (exclusive of any
gross up for taxes pursuant to Sections 2(d)(v) or 5 hereof and determined
without regard to reimbursements made prior to the Triggering Date under
the Nortek Executive Health Reimbursement Plan) in the aggregate during
Employee’s and his Spouse’s lifetimes. Such Medical Coverage shall be
extended to any dependent of Employee but only for so long as such person
remains a “dependent” under the terms and conditions of Employer’s health
plan in existence at the Effective Time. Employer shall make all
reasonable efforts to include Employee, his Spouse and dependents in any
comprehensive medical and/or dental plan provided to active employees from
time to time. Employee must make all reasonable effort to obtain and to
maintain (at Employer’s expense as provided herein) any form of
comprehensive medical and/or dental insurance that Employer may require
from time to time. If Employee is or becomes eligible for Medicare
benefits, the coverage provided by this Section shall be supplemental to
Medicare coverage, Parts A and B, and the Participant shall be required to
submit claims to Medicare before making any claim for medical care under
this Section.
	 
	 	(ii)	 	From and after the Triggering Date or the occurrence of a
Change in Control after the Effective Time, upon the written request of
Employee or his Spouse, Employer shall authorize and pay to Employee or his
Spouse a lump sum cash payment in lieu of lifetime Medical Coverage in an
amount established by the Board that is reasonably sufficient to provide the
lifetime Medical Coverage, but in no event less than $650,000. Such amount is
calculated before the gross-up provided in Sections 2(d)(v) and 5. At the
time of such lump-sum payment, Employer shall also pay such amount as is
necessary to cover the income tax gross-up provided in Section 2(d)(v). For
illustrative purposes, a sample




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	 	 	 	calculation of such lump sum cash payment is
set forth in Exhibit A hereto.
	 
	 	(iii)	 	For purposes of Section 2(d)(ii), “Change in Control” means
an “Exit Event” as defined in the Limited Liability Company Agreement of the
LLC dated as of August 27, 2004, or an “IPO” or “Change in Control” as defined
in the Securityholders Agreement of the LLC dated as of August 27, 2004 (the
“Securityholders Agreement”)
	 
	 	(iv)	 	As long as he remains employed by the Employer, Employee
shall continue to be covered by the Nortek Executive Health Reimbursement Plan
as in effect on the Effective Time, and benefits received under that Plan
prior to the Triggering Date shall have no effect on benefits to be provided
under the Medical Coverage or the amount of any lump-sum payment to be made
under (ii) above.
	 
	 	(v)	 	Employer agrees to make a “gross-up” payment to Employee to
cover any and all state and federal income taxes and section 4999 taxes (as
defined in Section 5 herein), and the tax on any such reimbursement or
payment, that may be due as a result of the benefits provided under Section
2(d)(i) above and on any lump sum payment under Section 2(d)(ii) above.
	 
	 	(vi)	 	Following the Triggering Date, Employee shall notify the
Company of any change in (A) his marital status or (B) the status of his
dependents as “dependents”, as soon as practicable following such change.






	 	(e)	 	Benefits. Employee shall be eligible to participate in any deferred
compensation, supplemental executive retirement, pension, bonus, incentive or other
benefit plan in which executive personnel of Employer are eligible to participate and
shall be eligible for discretionary bonuses. In addition, Employee shall be entitled
to receive all other benefits or participate in any employee benefit plans generally
available to executive personnel of Employer, including without limitation, any
hospital, medical, accident, disability, life insurance, and dental coverage, tax
return preparation, any stock option or savings plans, or any pension or other
retirement benefit plans.
	 
	 	(f)	 	Reimbursement and Perquisites. Employer shall promptly reimburse Employee
for all business expenses incurred by Employee during the Employment Period; shall
promptly pay or reimburse Employee for professional association dues, assessments and
fees for at least such associations as Employee was a member of and Employer was
making such payments or reimbursements at the Effective Time; shall pay or reimburse
Employee for membership dues, assessments and fees at one




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	 	 	 	country/golf club of
Employee’s choice; and shall provide to Employee for his exclusive business and
personal use an automobile (selected by Employee not inconsistent with type of
automobile provided to Employee at the Effective Time), pay all expenses of ownership,
operation, repair
and maintenance of such vehicle and permit the Employee to replace such automobile
not less often than the earlier of every three years or 50,000 miles.
	 
	 	(g)	 	Securityholders Agreement. Employee shall be listed on the Schedule of
Management Securityholders and Exhibit A of the Securityholders Agreement.






	3.	 	Termination






	 	(a)	 	In the event of Employee’s death, the Employment Period shall be deemed to
end on the date of his death.
	 
	 	(b)	 	If Employee is incapacitated by accident, sickness, or otherwise so as to
render him, for a period of 365 consecutive days, mentally or physically incapable of
performing the services required of him under this Agreement and, if requested by
Employee, the basis for such incapacity is certified by a licensed physician, then
Employer or Employee may terminate the Employment Period. Such incapacity shall be
referred to herein as a “Disability.”
	 
	 	(c)	 	Employee shall have the right to terminate the Employment Period without Good
Reason at any time by written notice to the Board not less than 20 business days in
advance of such termination.
	 
	 	(d)	 	Employer shall have the right to terminate the Employment Period for Cause
(as hereinafter defined), without further obligation hereunder on the part of the
Employer or Employee except payment to Employee of amounts earned or accrued hereunder
to the date of termination, pursuant to the procedures specified in this Section 3(d);
provided that the Employment Period shall not be terminated for Cause if the
Employment Period shall have terminated for any other reason. For purposes of this
Agreement, “Cause” shall mean good faith determination by the CEO that either
of the following has occurred: (i) the willful and continued failure of Employee to
perform (other than as a result of disability) Employee’s material duties as Vice
President and Chief Financial Officer of Employer (or such other duties as the CEO and
Employee may from time to time mutually determine), after written notice to Employee
which notice specifically identifies the manner in which Employee has not
substantially performed his material duties and provides the Employee a reasonable
time to cure such failure, or (ii) because of the conviction of Employee of a crime
involving theft, embezzlement or fraud against Employer or a civil judgment in which
Employer is awarded damages from Employee in




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	 	 	 	respect of a claim of loss of funds
through fraud or misappropriation by Employee.
	 
	 	(e)	 	Employer shall have the right to terminate the Employment Period without
Cause, by written notice to Employee not less than 20 business days in advance of such
termination.
	 
	 	(f)	 	Employee shall have the right to terminate the Employment Period at any time
with Good Reason (as defined in Section 4(b)) by written notice to Employer not less
than 20 business days in advance of such termination.
	 
	 	(g)	 	Any amounts due Employee hereunder in the event of termination of the
Employment Period shall be considered severance pay in consideration of his past
services and in consideration of his continued services from the date hereof, are
considered reasonable by Employer and not in the nature of a penalty, shall not be
reduced by compensation or income received by Employee from any other employment or
other source and shall not be offset by any claims Employer may have against Employee;
timely payment of such amounts is further agreed by the parties hereto to be in full
satisfaction and compromise of any claims arising out of the performance or
nonperformance of this Agreement that either party might have against the other, other
than any claims Employee may have under the provisions of Sections 5 and 6 hereof.






	4.	 	Termination Benefit






	 	(a)	 	If the Employment Period shall terminate by reason of Employer’s exercise of
its right under Section 3(e) to terminate without Cause or in the event Employee
elects to terminate the Employment Period for Good Reason or the Employment Period is
terminated on account of Employee’s death or Disability, then Employer shall
thereafter be obligated to pay Employee (or his estate) and Employee (or his estate)
shall be entitled to receive as severance pay hereunder, for a period of two years
beginning on the first day following such termination (or if longer, for a period
commencing on such date and ending on the third anniversary of the Effective Time)
(the “Severance Period”), an amount for each year, equal to his Basic Salary
as of the date of such termination plus the highest amount of bonus or incentive
compensation (exclusive of the Nortek, Inc. 1999 Equity Performance Plan) paid or
payable in cash to Employee with respect to any one of the three calendar years
immediately prior to the Effective Time (or, if higher, the three calendar years
immediately prior to such termination). For purposes of the preceding sentence, the
term “bonus or incentive compensation” shall mean, with respect to any calendar year,
(i) compensation awarded once annually on the basis of over-all performance (whether
performance of Employee or Employer or both and whether paid in a single lump sum or
in installments, but excluding without limitation base salary) earned by Employee
pursuant to Section 2(b) hereof or previously pursuant to the equivalent provision of
a




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	 	 	 	previous employment agreement or, if none, then pursuant to the annual cash bonus
plan or arrangement that was applicable to him in that year plus (ii) any compensation
awarded with respect to that calendar year as bonus or incentive compensation for the
achievement of one or more specific projects or goals. Payments under this Section
4(a) will be made in the same manner as Employee’s Basic Salary was paid immediately
prior to termination and will be subject to appropriate tax withholding.
	 
	 	 	 	In the event of such a termination, Employee shall continue, during the Severance
Period, to be covered at the expense of the Employer by the same or equivalent
accident, disability and life insurance coverage as he was covered immediately
prior to the Effective Time (or, if greater, immediately prior to such
termination).
	 
	 	(b)	 	Termination for Good Reason. For purposes of this Agreement,
“Good Reason” shall mean a material adverse change in the Employee’s terms of
employment, including:






	 	(i)	 	any reduction of or failure to pay, Employee’s Basic Salary
or other compensation as described in Sections 2(a) and (b) hereof;
	 
	 	(ii)	 	any failure to provide the benefits or payments required by
Sections 2(c) (“Equity Issuance”), 2(d) (“Lifetime Medical Coverage”), 5
(“Gross-Up Payment”) and 7 (“Indemnification”) of this Agreement, any deferred
compensation plan established on or after the Effective Time in which Employee
is a participant or Sections 6.4(a), 7.1, 8.2 or Article X of the
Securityholders Agreement by and among Employee, the LLC and certain other
parties, dated as of August 27, 2004 (the “Securityholders Agreement”) or the
registration rights provided in the Registration Rights Agreement (as defined
in the Securityholders Agreement) when in effect;
	 
	 	(iii)	 	assignment to Employee of any duties materially inconsistent
with his position (including status, offices and titles), authority, duties or
responsibilities as contemplated by Section 1(b) above or any other action by
Employer which results in a material diminution of such position, authority,
duties or responsibilities;
	 
	 	(iv)	 	relocation of Employer’s principal executive offices, or any
event that causes Employee to have his principal place of work changed, to any
location outside Providence, Rhode Island;
	 
	 	(v)	 	any requirement by Employer that Employee travel away from
his office in the course of his duties significantly more than the number of
consecutive days or aggregate days in any calendar year than was required of
him prior to the Effective Time; and




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	 	(vi)	 	without limiting the generality or effect of the foregoing,
any other material breach by Employer or LLC or any successor thereto or
transferee of substantially all the assets thereof, of this Agreement, the
Securityholders Agreement or the Registration Rights Agreement or any material
breach by the LLC of the Limited Liability Company Agreement with respect to
Employee;






	 	 	 	provided, however, that Employee may not terminate the Employment Period for Good
Reason unless and until he has given Employer notice
specifically identifying the nature of the Good Reason and provided Employer a
reasonable opportunity to cure and the Good Reason continues uncured.






	5.	 	Gross-up Payment






	 	(a)	 	All payments and benefits provided to Employee by Employer or any of their
predecessors are intended to be reasonable compensation for services by Employee, and
the Employer intends that Employee receives the full economic benefit of such payments
and benefits. In the event that it is determined that any payment or benefit provided
by Employer or any of their predecessors to or for the benefit of Employee, either
under this Agreement or otherwise, whether paid before or after the Effective Time,
and regardless of under what plan or arrangement it was made, will be subject to the
excise tax imposed by section 4999 of the Code or any successor provision
(“section 4999”), Employer will, prior to the date on which any amount of the
excise tax must be paid or withheld, make an additional lump-sum payment (the
“gross-up payment”) to Employee. The gross-up payment will be sufficient,
after giving effect to all federal, state and other taxes and charges (including
interest and penalties, if any) with respect to the gross-up payment, to make Employee
whole for all taxes (including withholding taxes) and any associated interest and
penalties, imposed under or as a result of section 4999.
	 
	 	(b)	 	Determinations under this Section 5 will be made by the Employer’s tax
accountant unless Employee has reasonable objections to the use of that firm, in which
case the determinations will be made by a comparable firm chosen by Employee after
consultation with Employer (the firm making the determinations to be referred to as
the “Firm”). The determinations of the Firm will be binding upon Employer and
Employee except as the determinations are established in resolution (including by
settlement) of a controversy with the Internal Revenue Service to have been incorrect.
All fees and expenses of the Firm will be paid by Employer.
	 
	 	(c)	 	If the Internal Revenue Service asserts a claim that, if successful, would
require Employer to make a gross-up payment or an additional gross-up payment,
Employer and Employee will cooperate fully in resolving the controversy with the
Internal Revenue Service. Employer will make or advance such gross-up payments as are
necessary to prevent Employee




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	 	 	 	from having to bear the cost of payments made to the
Internal Revenue Service in the course of, or as a result of, the controversy. The
Firm will determine the amount of such gross-up payments or advances and will
determine after resolution of the controversy whether any advances must be returned by
Employee to Employer. Employer will bear all expenses of the controversy and will
gross Employee up for any additional taxes that may be imposed upon Employee as a
result of its payment of such expenses.
	 
	 	(d)	 	Employer’s obligations under this paragraph 5 shall survive the termination
of the Employment Period and any termination of this Agreement.






	6.	 	Non-competition and Confidentiality.






	 	(a)	 	Employee agrees that he shall not compete with Employer as hereinafter
provided for a period (the “Noncompete Period”) equal to:






	 	(i)	 	if the Employment Period is terminated pursuant to Section
3(c) or (d) hereof, one year beginning as of the first day following such
termination, or
	 
	 	(ii)	 	if the Employment Period is terminated pursuant to Section
3(b), (e) or (f) hereof, the longer of (A) two years beginning as of the first
day following such termination of the Employment Period and (B) a period
commencing on such date and ending on the third anniversary of the Effective
Time.






	 	(b)	 	Employee’s agreement not to compete with Employer during the Noncompete
Period shall be limited to prohibiting Employee from owning a greater than 5% equity
interest in, serving as a director, officer, employee or partner of, or being a
consultant to or co-venturer with any business enterprise or activity that competes in
North America with any line of business conducted by Employer or any of its
subsidiaries at the termination of the Employment Period and accounting for more than
5% of Employer’s gross revenues for its fiscal year ending immediately prior to the
year in which the Employment Period ends. During the Noncompete Period, Employee
agrees that he will not hire or attempt to hire any person employed by Employer or any
of its subsidiaries during the 24 month period prior to the termination of the
Employment Period, assist such a hiring by any other person or entity, encourage any
such employee to terminate his relationship with Employer (or any such subsidiary) or
solicit or encourage any customer or vendor of Employer to terminate its relationship
with Employer.
	 
	 	(c)	 	Employee shall hold in a fiduciary capacity for the benefit of Employer all
secret or confidential information, knowledge or data relating to Employer or any of
its subsidiaries, and their respective businesses, which shall have




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	 	 	 	been obtained by
Employee during Employee’s employment by Employer or any of its predecessors and which
shall not be or become public knowledge (other than by acts by Employee or
representatives of Employee in violation of this Agreement). After termination of
Employee’s employment with Employer, Employee shall not, without the prior written
consent of Employer or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other than
Employer and those designated by it.
	 
	 	(d)	 	It is agreed that Employer, in addition to any other remedies available to
it, shall be entitled to preliminary and permanent injunctive relief against any
breach or threatened breach by Employee of any of the covenants in this Section 6.
Employee and Employer further agree that, in the event that any provision of this
Section 6 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended
over too great a time, too large a geographic area or too great a range of
activities, such provision shall be deemed to be modified to permit its enforcement
to the maximum extent permitted by law.






	7.	 	Indemnification






	 	 	 	Anything in this Agreement to the contrary notwithstanding, Employer agrees to pay
all costs and expenses incurred by Employee in connection with the enforcement of
this Agreement and will indemnify and hold harmless Employee from and against any
damages, liabilities and expenses (including without limitation fees and expenses
of counsel) incurred by Employee in connection with any litigation or threatened
litigation, including any regulatory proceedings, arising out of the making,
performance or enforcement of this Agreement or termination of the Employment
Period. Employer’s obligations under this paragraph 7 shall survive the
termination of any other provisions of the Agreement.






	8.	 	Effectiveness / Prior Agreement






	 	 	 	This Agreement shall be binding on Employee and Employer as of Effective Time. If
the Effective Time does not occur, this Agreement shall be of no force and effect.
As of the Effective Time, the Prior Agreement shall terminate and no payments shall
thereafter be made thereunder. Under no circumstances shall the Closing or the
Acquisition or any shareholder approval thereof or any event relating thereto be
deemed a “Change of Control” for any purposes under the Prior Agreement. This
Agreement will constitute the entire agreement between Employer and Employee and
will supersede all prior negotiations and written or oral agreements with respect
to the full time employment of Employee by Employer, including the Prior Agreement
and all other prior employment agreements between Employee and Employer or any of
its predecessors




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	9.	 	Notices






	 	 	 	All notices or other communications given hereunder shall be in writing and shall
be deemed to have been duly given if mailed by certified mail or hand delivered, if
to Employer, at 50 Kennedy Plaza, Providence, Rhode Island 02903-2360, attention of
the Chairman and CEO, with a copy to Thomas H. Lee Partners, L.P., 75 State Street
Boston, MA 02109, attention of Anthony DiNovi, or at such other address(es) as
Employer shall have furnished to Employee in writing, or if to Employee, at 23
Halsey Street, Providence, Rhode Island 02906 or at such other address as Employee
shall have furnished to Employer in writing.






	10.	 	Governing Law






	 	 	 	This Agreement shall be governed by the laws of the State of Rhode Island and
Providence Plantations.






	11.	 	Severability






	 	 	 	The provisions of this Agreement are severable, and in the event that any one or
more paragraphs are deemed illegal or unenforceable, the remaining paragraphs shall
remain in full force and effect.






	12.	 	Assignments






	 	 	 	This Agreement is personal to Employee and without the prior written consent of
Employer shall not be assignable by Employee other than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Employer’s legal representative. This Agreement shall inure to the
benefit of and be binding upon Employer and its successors and assigns.






	13.	 	Counterparts






	 	 	 	This Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute
one and the same agreement.






	14.	 	Amendments






	 	 	 	No changes, alterations or modifications may be made to this Agreement, except by a
writing signed by each of the parties hereto.






	15.	 	Waivers and Acknowledgements






	 	(a)	 	Employee acknowledges that he is not a participant in the Nortek, Inc.
Change in Control Severance Benefit Plan for Key Employees, As Amended and Restated
June 12, 1997 or any similar plan and waives any and all rights to participate in the
Nortek, Inc. Second Amended and Restated Change in Control Severance Benefit Plan for
Key Employees or any other such plans. Employee acknowledges that Exhibit B hereto
sets




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	 	 	 	forth all life insurance policies to which Employer and he, or any trust
established by him, are a party and agrees that, upon the transfer of those life
insurance policies from Employer to Employee, any split dollar agreements associated
with any of those policies shall terminate and Employer shall have no further
obligation with respect to those policies and agreements, including without
limitation the payment of any further premiums.
	 
	 	(b)	 	The parties agree that the following are to be accomplished at the
Effective Time: (a) payment to Employee in accordance with Section 6 of the amended
and restated agreement between Nortek and Employee dated as of the 1st of
June, 2001 and (b) transfer to Employee of the life insurance policy listed on
Exhibit B hereto.





[Remainder of page intentionally blank]



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     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of August 27, 2004.



	 	 	 	 	 
	 	NORTEK, INC.

 	 
	 	By:  	/s/ Kevin W. Donnelly
 	 
	 	 	Name:  	Kevin W. Donnelly 	 
	 	 	Title:  	Vice President 	 
	 
	 	NORTEK HOLDINGS, INC.

 	 
	 	By:  	/s/ Kevin W. Donnelly
 	 
	 	 	Name:  	Kevin W. Donnelly 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	 	                                                          /s/ Almon C. Hall, III
 	 
	 	 	Almon C.  Hall, III 	 
	 	 	 



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EXHIBIT A










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EXHIBIT B




LIFE INSURANCE POLICY



New York Life Policy No. 75-500-650





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