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




Exhibit 10.2 



        THIS
KEY EMPLOYEE NON-COMPETE AGREEMENT IS MADE AS OF THE 24th day of November 2004, between
Woodhead Industries, Inc., (“Woodhead”) and Robert H. Fisher
(“Employee”) an individual residing in Evanston, Illinois. 



        WHEREAS,
Employee is employed by Woodhead in a position of trust and confidence in which Employee
has/(will) learned of, continue to have access to, and continue to develop confidential
trade secret and other proprietary information of Woodhead; and 



        WHEREAS,
Woodhead desires to protect its rights in such confidential, trade secret and other
proprietary information and to impose certain restrictions upon Employee’s ability to
compete with the business of Woodhead and its subsidiaries; and 



        WHEREAS,
Woodhead has offered Employee a special long-term incentive award in consideration of and
contingent upon Employee’s agreeing to protect Woodhead’s rights in such
confidential, trade secret and other proprietary information and to impose certain
restrictions upon Employee’s ability to compete with Woodhead’s or any of its
subsidiaries’ businesses; 


        
        NOW
THEREFORE, Woodhead and Employee, in consideration of Woodhead’s special long-term
incentive offer to Employee, intending to be legally bound, agree as follows: 



	1.  	  	POSITION AND RESPONSIBILITIES






	  	        1.1.                 Employee
will, to the best of Employee’s ability, devote Employee’s           full time
and best efforts to the performance of Employee’s duties           hereunder and to
the business and affairs of Woodhead and its subsidiaries.  







	  	        1.2.                 Employee
will duly, punctually and faithfully perform and observe any and all           rules and
regulations that Woodhead and its subsidiaries may now or shall           hereafter
establish governing the conduct of their business.  







	2.  	  	EMPLOYMENT  






        Employee
continues to be employed as an “at-will” employee. Either Employee or Woodhead
may terminate Employee’s employment for any reason, or for no reason. Nothing in
this Agreement shall be construed as interfering with or limiting, in any way, the right
of Woodhead or any of its subsidiaries to terminate your employment at any time, nor
confer upon Employee any right to continue in the employ of Woodhead or any of its
subsidiaries for any period of time.  



	3.  	  	CONFIDENTIALITY  






        At
all times, both during your employment by Woodhead or any of its subsidiaries and after
its termination, Employee will keep in strict confidence and will not disclose any
confidential or proprietary information relating to the business of Woodhead, or any
client, customer, or business partner of Woodhead or any of its subsidiaries, to any
person or entity, or make use of any such confidential or proprietary information for
Employee’s own purposes or for the benefit of any person or entity, except as may be
necessary in the 





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ordinary course of performing your
duties as an employee of Woodhead or any of its subsidiaries.  



	4.  	  	POST-EMPLOYMENT ACTIVITIES






	  	        4.1    As
a result of Employee’s position with Woodhead or any of its subsidiaries, Employee
will have access to significant confidential and proprietary information of Woodhead and
its subsidiaries. In addition, Woodhead and Employee have agreed to certain restrictions
upon Employee’s ability to compete with the business of Woodhead or any of its
subsidiaries. Employee understands and acknowledges that these restrictions are fair and
reasonable given, among other things, Employee’s worldwide responsibilities and the
worldwide market for Woodhead’s and its subsidiaries’ products and
technologies. Based on the foregoing, and in consideration thereof and of the special
long-term incentive award made to Employee by Woodhead in conjunction with this
Agreement, until twelve (12) months after either (a) Employee’s voluntary
termination of employment or (b) termination of Employee’s employment “for cause” by
Woodhead, absent Woodhead’s prior written approval, Employee will not directly or
indirectly:  







	  	        (a)                      engage
in activities for, nor render services to, any firm or business
               organization which directly competes with Woodhead or any of its
subsidiaries in                any line of business engaged in by Woodhead or any of its
subsidiaries (or which                Woodhead or any of its subsidiaries has made plans
to be engaged in), whether                now existing or hereafter established, nor
shall Employee engage in such                activities nor render such services to any
other person or entity engaged or                about to become engaged in such
activities to, for, or on behalf of, any such                firm or business
organization;  







	  	        (b)                      solicit
employees of Woodhead or any of its subsidiaries to leave its employ;  







	  	        (c)                      offer
or cause to be offered employment to any person who is employed by
               Woodhead or any of its subsidiaries at any time during the six months
prior to                the termination of Employee’s employment with Woodhead;  







	  	        (d)                      entice,
induce or encourage any of Woodhead’s or its subsidiaries’               employees
to engage in any activity which, were it done by you, would violate                any
provision of this Section 4; or  







	  	        (e)                      otherwise
attempt to interfere with or disrupt the business or activities of
               Woodhead or any of its subsidiaries.  







	  	        4.2    For
purposes of Section 4.1, the term “for cause” shall include (i) Employee’s
failure or refusal to render services to Woodhead or any of its subsidiaries in
accordance with Employee’s obligations under this Agreement; (ii) the commission by
Employee of an act of fraud or embezzlement against Woodhead or any of its subsidiaries
or the commission by Employee of any other action with the intent to injure Woodhead or
any of its subsidiaries; or (iii) an act of moral turpitude by Employee which is
materially detrimental to the business of Woodhead or any of its subsidiaries; or (iv)
Employee’s having been convicted of a felony.  







	5.  	  	REMEDIES  






        Employee’s
duties under Section 4 shall survive termination of Employee’s employment with
Woodhead. Employee acknowledges that a remedy at law for any breach  





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or threatened breach by Employee of
the provisions of Section 4 would be inadequate and Employee therefore agrees that
Woodhead shall be entitled to injunctive relief in case of any such breach or threatened
breach.  



	6.  	  	ASSIGNMENT  






        This
Agreement and the rights and obligations of the parties hereto shall bind and inure to
the benefit of any successor or successors of Woodhead or any of its subsidiaries by
reorganization, merger or consolidation and any assignee of all or substantially all of
their business and properties, but, except as to any such successor or assignee of
Woodhead or any of its subsidiaries, neither this Agreement nor any rights or benefits
hereunder may be assigned by Woodhead or Employee.  



	7.  	  	INTERPRETATION  






        In
case any one or more of the provisions contained in this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect the other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. If, moreover, any one or more of the
provisions contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear.  



	8.  	  	NOTICES  






        Any
notice which Woodhead is required or may desire to give to Employee shall be given to
Employee by personal delivery or registered or certified mail, return receipt requested,
addressed to Employee at the address of record with Woodhead, or at such other place as
Employee may from time to time designate in writing. Any notice which Employee is
required or may desire to give to Woodhead hereunder shall be given by personal delivery
or by registered certified mail, return receipt requested, addressed to Woodhead at its
principal office, or at such other office as Woodhead may from time to time designate in
writing. The date of personal delivery or the dates of mailing any such notice shall be
deemed to be the date of delivery thereof.  



	9.  	  	WAIVERS  






        If
either party shall waive any breach of any provision of this Agreement, he or it shall
not thereby be deemed to have waived any preceding or succeeding breach of the same or
any other provision of this Agreement.  





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	10.  	  	HEADINGS  






        The
headings of the sections hereof are inserted for convenience only and shall not be deemed
to constitute a part hereof nor to affect the meaning hereof.  



	11.  	  	GOVERNING LAW






        This
Agreement shall be governed by, and construed and enforced in accordance with, the
internal laws of Illinois.  



	12.  	  	MISCELLANEOUS






        The
foregoing is the entire Agreement of the parties with respect to the subject matter
hereof and may not be amended, supplemented, cancelled or discharged except by written
instrument executed by both parties hereto.  



        WITNESS
the execution hereof as of the date first above written. 


	 	Employee:	 	Woodhead Industries, Inc.:	 
	 	 
		/s/ Robert H. Fisher	 	/s/ Robert J. Tortorello	 
		
		

		Robert H. Fisher	 	Robert J. Tortorello	 
		Vice President & CFO	 	Vice President, General Counsel	 
	 	 
		11/24/2004	 	11/24/2004	 
		
		

		Date	 	Date