Woodhead Industries, Inc. Exhibit 10.1 to Form 8-K dated November 24, 2004





Exhibit 10.1



November 24, 2004 



     Mr. Robert H. Fisher



Subject: Special Long-Term Incentive Award 



Dear Bob: 



The Human Resources Committee has
designated you to receive a special long-term incentive award designed to encourage
continued support through Woodhead’s reorganization. The Company views your ongoing
involvement in the strategic shift of Woodhead as critical to the future success of the
business. This award is contingent upon your agreeing to a non-compete agreement more
fully described below and will consist of a restricted share award. 



Restricted Shares 



This special award is a grant of
14,000 restricted shares of Woodhead Industries, Inc. Common Stock in accordance with the
terms of the 1996 Stock Awards Plan (the “Plan”). One third of the restricted
shares will vest in January 2010, 2 trading days after Woodhead’s quarterly earnings
press release (following the trading “blackout” period for the FY10
1st quarter earnings release); 1/3 of the shares will vest following the
“blackout” period in April 2010; and the final 1/3 will vest following the
“blackout” period in July 2010. 



Unvested restricted shares are
nontransferable (i.e., they may not be sold, assigned, or pledged) and are subject to the
forfeiture provisions contained in Section 6 of the Plan. Except for the restrictions and
forfeiture provisions in the Plan, and the restrictions contained herein, from the date of
grant you will have all the rights of a holder of the Company’s Common Stock
(including voting and receiving dividends). 



Under the current Internal Revenue
Code, at the time of vesting of the restricted shares, you will recognize taxable
compensation income at the full fair market value of the shares on the vesting date. The
Company is currently required to withhold taxes at the rate of 25% of the full fair market
value of the shares within 10 days of vesting. Alternatively, you may elect to have the
grant taxed as compensation income on the date of grant. If the shares are subsequently
forfeited, however, you will not be entitled to a deduction (i.e., the taxes paid are not
recoverable). Upon the sale of these shares, the difference between the selling price and
the tax basis of the shares will be treated as a capital gain or loss. Any dividends paid
on the restricted shares will be treated as compensation income. For a discussion of the
federal income tax consequences on the grant, exercise and sale of the above-mentioned
shares, please refer to the prospectus filed with the Securities and Exchange Commission
on the Plan and any updating material included in subsequent Proxy Statements. 



Non-Compete Agreement 



This award is contingent upon your
signing a non-compete agreement, which is presented in conjunction with this letter. The
agreement stipulates that upon voluntary termination of  





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employment by you or termination for
cause by the Company, for a period of twelve (12) months following such termination, you
shall not engage or participate in any business which “competes” with the
Company and you may not “recruit” any person who is then an employee of the
Company for the purpose of leaving his/her employment and joining you in the pursuit of
any business activity.  



Furthermore, nothing in this award or
the non-compete agreement shall be construed as interfering with or limiting, in any way,
the right of the Company or any of its subsidiaries to terminate your employment at any
time, nor confer upon you any right to continue in the employ of the Company or any
subsidiary for any period of time. 



By signing the duplicate copies of
this letter and the non-compete agreement and by returning such copies to Robert J.
Tortorello, you indicate your acceptance of the restricted shares and the option grant and
your agreement to be bound by the terms of the Plan, the terms of this letter and the
non-compete agreement. 



You are reminded that your
disposition of any shares of Woodhead Industries, Inc. stock may be subject to SEC Rule
144, so before engaging in any such transaction you must pre-clear that transaction with
the Company’s general counsel. 



Sincerely, 



WOODHEAD INDUSTRIES, INC. 



/s/ Robert J. Tortorello

Robert J. Tortorello

Vice President



Accepted and agreed to as of the date of this letter. 



/s/ Robert H. Fisher




Robert H. Fisher 




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