exv10w14







	 	 	 	 	 



Exhibit 10.14




NORTEK, INC.




EMERGENCE BONUS PLAN


          Nortek, Inc. (the “Company”) hereby establishes, effective as of December 4, 2009, the
Nortek, Inc. Emergence Bonus Plan (the “Plan”) pursuant to which certain officers and key employees
of the Company, in consideration of their services relating to the restructuring of the Company,
shall be eligible for a bonus upon the emergence of the Company from Chapter 11 bankruptcy
proceedings.




     1. PARTICIPANTS.


          The participants in the Plan (each, a “Participant”) shall be: the Company’s Chief Executive
Officer; Chief Financial Officer; Vice President and General Counsel; Vice President and Treasurer;
and other such officers and key employees of the Company as the Chief Executive Officer may
designate to be a Participant hereunder.



     2. BONUSES.


          (a) Each Participant who is employed by the Company on the “Effective Date” of the prepackaged
plan of reorganization of the Company approved by order of the U.S. Bankruptcy Court, District of
Delaware in connection with the Chapter 11 case (the “Emergence
Date”) shall be entitled to receive a cash bonus in an amount determined by the Chief
Executive Officer, in his sole discretion, provided that no Participant shall receive a bonus under
this Plan in an amount greater than $500,000. If employed by the Company on the Emergence Date,
the Chief Executive Officer shall receive a bonus of $500,000 under this Plan.


          (b) The aggregate amount of bonuses payable under this Plan shall not exceed $2,000,000.


          (c) Each bonus under this Plan shall be paid in full in cash on the Emergence Date, less
applicable withholding.



     3. ADMINISTRATION.


          (a) The Plan shall be administered by the Company’s Chief Executive Officer. The Chief
Executive Officer shall have the authority, subject to the limitations set forth in the Plan, to
interpret the Plan and to adopt, amend and rescind such rules as, in his discretion, are necessary
or appropriate for the administration of the Plan and to make such other determinations deemed
necessary or advisable for the administration of the Plan; provided, that nothing herein shall
permit the Chief Executive Officer to alter the amount payable to the Chief Executive Officer as
specified in Section 2(a) above. All decisions, determinations and interpretations of the Chief
Executive Officer relating to the Plan shall be final and conclusive on all Participants under this
Plan.


          (b) The Company may employ such accountants, legal counsel, consultants and agents as it may
deem desirable for the administration of this Plan and may rely upon
any opinion received from any counsel or consultant and any computation received from any





 









 








consultant or agent. No current or
former employee, officer or member of the Board of Directors of the Company shall be liable for any
action or determination made in good faith with respect to the Plan.




     4. MISCELLANEOUS


          (a) Governing Law. This Plan, and all controversies arising hereunder or related thereto,
shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflict of laws that would apply any other law.


          (b) No Right to Employment. Nothing in this Plan shall be construed as an employment contract
or a guarantee of continued employment. The rights of any Participant shall only be those as are
expressly set forth in this Plan.


          (c) Tax Withholding. The Company shall have the power and the right to deduct or withhold from
amounts payable under this Plan any amounts required by applicable law to be withheld by the
Company.


          (d) Unfunded Status. This Plan is an unfunded arrangement, and the Company shall not be
required to segregate any assets to ensure payment of any bonus hereunder.


          (e) Amendment and Termination. The Plan will terminate automatically on the earlier of (i)
the Emergence Date and (ii) November ___, 2011; provided, however, that no such termination shall
relieve the Company of its obligation to pay any bonus under the Plan that remains unpaid on the
date the Plan is terminated. The Plan may only be amended by action of
the Board; except that the Board may not, without limitation, waive, amend, alter or suspend
the terms of the Plan with respect to any Participant after such individual has been designated a
Participant hereunder without such Participant’s written consent.




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