**Exhibit 10.2**

** **

**TRANSITION,SEPARATION AND COMPLETE RELEASE AGREEMENT**

** **

ThisTransition, Separation and Complete Release Agreement (this “Agreement”) isentered into by and between Magnetek, Inc., a Delaware corporation (the “Company”),and David P. Reiland (“Executive”). Executive enters into this Agreement on behalf of himself, his spouse,heirs, successors, assigns, executors and representatives of any kind, if any.

 

WHEREAS,Executive’s employment with the Company shall terminate on January 15,2009 (the “Termination Date”), and the Company shall continue Executive’scurrent level of salary and benefits during the period between the date of thisAgreement and the Termination Date (the “Transition Period”), provided thatExecutive performs the transition duties as described in this Agreement.

 

WHEREAS,in recognition of Executive’s years of loyal service with the Company, and toprovide an incentive for Executive both to assist in the transition process andto make the other promises contained in this Agreement, the Company will offerExecutive additional benefits as set forth in this Agreement.

 

WHEREAS,Executive accepts these additional benefits in return for a full release of anyclaims he might have against the Company and related others, and for the otherpromises contained herein.

 

THEREFORE,in consideration of the mutual promises and agreements made herein and the goodand valuable consideration described herein, the sufficiency of which is herebyexpressly acknowledged, the Company and Executive, intending to be legallybound, agree as follows:

 

# 1.             Non-Liability.  Neither the Company’s or Executive’s signingof this Agreement, nor any actions taken by either the Company or Executivetoward compliance with the terms of this Agreement, constitute an admission byeither the Company or Executive that it or he has acted improperly orunlawfully, or that it or he has violated any state or federal law.

#  

# 2.             TransitionPeriod Duties.  During the TransitionPeriod, Executive shall, to the reasonable satisfaction of the Company’sChairman of the Board of Directors, diligently assist with the transfer ofExecutive’s responsibilities to other employees, consultants or third-partyservice providers, and otherwise advise and assist the Company asrequested.  Executive’s transitionresponsibilities may include extended travel and work at the Company’sheadquarters in Menomonee Falls, Wisconsin, as a general course of businessduties.  Up to the Termination Date,Executive shall perform substantial services that shall not amount to less thanan average of thirty (30) hours per week, including such services as theCompany may request in connection with the transition.  Accordingly, Executive shall not maintainother full-time employment until after the Termination Date.  The Company shall continue Executive’sexisting base salary and benefits during the Transition Period.  Upon completion of the Transition Period, tobe eligible for the additional benefits described in this Agreement, Executivemust execute and deliver to the Company a Supplemental General ReleaseAgreement, releasing the Company and related others from any and all claims, inthe form attached to this Agreement as Exhibit A.

 

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# 3.             SeparationBenefits.  Subject to Executive’sstrict compliance with the terms of this Agreement, the Company shall providethe following benefits:

#  

## a.             **Separation Pay**:  TheCompany shall pay to Executive in a lump sum the gross amount of Three HundredFifty Thousand Dollars ($350,000.00), minus required withholdings, representingtwelve (12) months of Executive’s base salary. The payment shall be made within ten (10) business days after theSupplemental General Release Agreement becomes effective.

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## b.             **Target Bonus Pay**:  TheCompany shall pay to Executive in a lump sum the gross amount of Three HundredFifty Thousand Dollars ($350,000.00), minus required withholdings, representingan amount equal to Executive’s Target Bonus paid at a level of 100% ofExecutive’s base salary.  The paymentshall be made within ten (10) business days after the Supplemental GeneralRelease Agreement becomes effective.

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## c.             **Pro-Rated MICP Bonus Pay**:** **Provided the Company’s performancewith respect to the guidelines set forth in the Magnetek Incentive CompensationPlan (“MICP”) in place for fiscal year 2009 merits the payment of an MICPbonus, Executive shall be eligible to receive a pro-rated bonus for fiscal year2009 based on the number of months worked during the fiscal year, to be paid at the same bonus payout percentage, if any,that is received by all other MICP participants in FY 2009.  Payment of the prorated MICP bonus will occurcontemporaneous with the payment of bonuses to the other MICP participantsafter the end of FY 2009.

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## d.             **Incentive Bonus**:** **With respect to Executive’sIncentive Bonus Agreement (“IBA”):

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### i.              The 2007 and 2008 Quarterly Bonusamounts shall become payable pursuant to the terms of the Amended and RestatedDirector and Officer Deferral Investment Plan (“DIP”) and the Executive’selection thereunder.

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### ii.             Paragraph 1(g) and 2 of theIBA shall hereby be amended to provide that the Quarterly Bonus Awards thatotherwise would have been made on March 1, 2009, June 30, 2009, September 30,2009 and December 31, 2009 shall instead be credited to the Executiveunder the DIP, as previously elected by the Executive, provided the Executivecontinues to be employed in accordance with this Agreement through theTermination Date.  Distribution of theseamounts will occur in accordance with the DIP the Executive’s electionthereunder.

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## e.             **Health Plan Benefits**: Executive’s family health benefit coverage will continue throughout theTransition Period and will end on January 15, 2009.  Provided that Executive executes a COBRAelection, the Company will continue to contribute towards Executive’s COBRA coveragefor up to twelve (12) months after January 15, 2009 by paying the employer’sportion of the monthly premium as applicable to then current employees coveredby the health plan.  This Companycontribution benefit shall terminate if Executive becomes eligible forcomparable benefits pursuant to a health plan sponsored by anotheremployer.  To maintain this Companycontribution benefit, Executive must submit his monthly contribution for familymedical coverage to the Magnetek HR Services Administrator, no later than thetenth of each month that Executive seeks coverage, in the form of a check ormoney order payable to Magnetek, Inc. 

 

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## Specific information concerning Executive’s COBRA continuation rightswill be sent to Executive under separate cover upon termination of employment.

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## f.              **Restricted Stock Award**: Executive’s Restricted Stock Award granted on August 22, 2005 inthe amount of 57,000 shares of Magnetek, Inc. common stock will vest on January 1,2009, provided the Executive continues to be employed in accordance with thisAgreement through such date.  Executiveis advised to consider the Section 16(b) short-swing traderegulations under the Securities and Exchange Act of 1934.

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## g.             **Stock Option Exercise Period**:  Executive’s unvested Stock Option Grant willvest on January 15, 2009, provided the Executive continues to be employedin accordance with this Agreement through such date.  Executive will have a period of twenty-four(24) months from January 15, 2009 to exercise all vested options, exceptwith regard to any options which expire prior to such date.  ** **Executive is advised to considerthe Section 16(b) short-swing trade regulations under the Securitiesand Exchange Act of 1934.

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## h.             **Retirement and Savings Plans**:  ** **The rights and duties of Executiveand the Company with respect to the Magnetek FlexCare Plus Retirement PensionPlan and the Magnetek FlexCare Plus Retirement Savings Plan will be dischargedby Executive and the Company or the relevant plan in accordance with the termsand provisions of the respective plans.

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## i.              **Expenses**:  The Companyshall reimburse Executive for all pre-approved business expenses incurred byExecutive prior to the Termination Date, pursuant to its regular policies andpractices in this regard, provided that Executive submits a final expensereport with customary documentation on or before January 15, 2009.

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# 4.             MutualComplete Releases.

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## a.             Inconsideration for the benefits to be received by Executive pursuant to thisAgreement, Executive hereby releases and forever discharges the Company, itsrelated and affiliated entities, and its and their past and present owners,employees, directors, officers, agents, insurers, attorneys, executors, assignsand other representatives of any kind (collectively referred to in thisAgreement as “Released Parties”), from any and all claims, liabilities orcauses of action of any kind, known or unknown, arising through the dateExecutive executes this Agreement, including, but not limited to, any claims,liabilities or causes of action arising in connection with Executive’semployment or termination of employment with the Company.  Executive hereby releases and waives anyclaim or right to further compensation, salary, bonuses, commissions, benefits,equity, incentive awards, damages, penalties, attorneys’ fees, costs orexpenses of any kind from either the Company or any of the other ReleasedParties, except as provided in this Agreement.

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## b.             Thisrelease specifically includes, but is not limited to, a release of any and allclaims under the Age Discrimination in Employment Act of 1967; the OlderWorkers Benefit Protection Act of 1990; the Employee Retirement Income SecurityAct of 1974; the Consolidated Omnibus Budget Reconciliation Act of 1985; TitleVII of the Civil Rights Act of 1964; Section 1981 of the Civil Rights Actof 1866; the Civil Rights Act of 1991; the Americans with Disabilities Act; theFamily Medical Leave Act; any state or federal wage payment laws; any state andlocal fair employment law(s), including the Wisconsin Fair Employment Act; andany other federal, state or local laws or regulations of any kind, whetherstatutory or decisional.  This 

 

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## release also includes, but is not limited to, a release of any claimsfor wrongful termination, any tort, any breach of express or implied contract,estoppel, defamation, misrepresentation, violation of public policy or invasionof privacy and any other common law claim of any kind, but this release doesnot release or waive any claims that cannot be released or waived as a matterof law.

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## c.             TheCompany hereby releases and forever discharges Executive from any and allclaims, liabilities or causes of action of any kind, known or unknown, arisingthrough the date the Company executes this Agreement, including, but notlimited to, any claims, liabilities or causes of action arising in connectionwith Executive’s employment or termination of employment with the Company.

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# 5.             CovenantNot to Sue.  Executive representsthat he has not brought, and covenants and agrees that he will not bring, orjoin or cause to be filed in court, any claims, demands, suits or actions,against the Company or any of the Released Parties arising out of, connectedwith or related in any way to his dealings with the Company or any of theReleased Parties that occurred prior to the date of this Agreement, and/or thatare released pursuant to this Agreement or the Supplemental General ReleaseAgreement, including, without limitation, claims related to his employment orthe termination of that employment. Notwithstanding the foregoing, nothing herein prevents Executive fromenforcing the terms of this Agreement or from filing in good faith any chargewith an appropriate government enforcement agency, provided that Executiveshall refuse to receive and will not obtain any recovery or anything ofeconomic value in relation to such charge.

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# 6.             ConfidentialityCovenant.  Executive acknowledgesthat during the course of his employment with the Company, he has beenentrusted with certain personnel, business, financial, technical, sales,marketing, and other proprietary information and materials which are theproperty of the Company and which involve confidential information concerningthe Company’s business, services, products, dealings, strategies, plans andemployees (“Proprietary Information”). Proprietary Information includes any information, not generally known inthe relevant trade or industry, which was obtained from the Company or whichwas learned, discovered, developed, conceived, originated, or prepared byExecutive in the course of his employment. Such Proprietary Information includes, but is not limited to, software,technical and business information relating to the Company’s inventions orproducts, research and development, production processes, manufacturing andengineering processes, machines and equipment, finances, customers, marketing,pricing, suppliers, production, future business plans, personnel information,and any other information which is identified as confidential by the Company.

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# Executive will maintain in strictest confidence, andwill not communicate or disclose to any third party, or use for his ownbenefit, without the prior express written consent of the Company, anyProprietary Information, except as required by law, unless and until suchinformation becomes generally available to the public through no fault ofExecutive.  In the event the disclosureof Proprietary Information is required by law, Executive will give immediatewritten notice to the Company so as to enable it to seek an appropriateprotective order.  These obligations withrespect to Proprietary Information extend to information belonging to customersand suppliers of the Company who may have disclosed such information toExecutive.

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# To the extent that such Proprietary Informationconstitutes a “trade secret” as defined by applicable law, this confidentialityobligation shall remain for so long as the particular information remains a “tradesecret.”  However, to the extent that anyparticular Proprietary 

#  

# 4

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# Information doesnot constitute a “trade secret” as defined by applicable law, thisconfidentiality obligation shall remain for a period of two (2) yearsfollowing the Termination Date or the termination of Executive’s employment, ifearlier, and shall only prohibit disclosures that are likely to or do in factcause competitive harm to the Company in a country in which the Companyconducts business or is actively pursuing business as of the time of thetermination of Executive’s employment.

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# 7.             Non-solicitation.  For a period ending two (2) years afterthe Termination Date or termination of employment if earlier, Executive shallnot, in any capacity whatsoever, directly or indirectly, solicit any personswho either are, or within the ninety (90) days prior to the solicitation were,employees of the Company or any of its subsidiaries, for purposes of providingservices to or employment with any business. This non-solicitation covenant shall only apply to those individualswith whom Executive interacted during the last two (2) years of employmentwith the Company, and any others about whom Executive learned ProprietaryInformation.

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# 8.             Returnof Company Property and Information. Executive shall return to the Company, no later than the TerminationDate or the date of termination of employment if earlier, all of the following:

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## a.             Theoriginals and all copies of any business records or documents of any kindbelonging to, or related to, the Company, regardless of the sources from whichsuch records were obtained, together with all notes and summaries relatingthereto.  This obligation extends topaper and electronic versions of such records and documents.

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## b.             Allkeys, security cards and other means of access to the Company’s facilities,offices, files and other property.

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## c.             Allcomputer equipment, hardware and software belonging to the Company, includingany and all program and/or data disks, manuals and all hard copies of theCompany’s information and data, and shall disclose to the Company any and allpasswords utilized by Executive with regard to the Company’s computer, hardwareand software so that the Company has immediate, full and complete access to allof the Company’s data and information stored, used and maintained by Executive,or to which Executive had access.

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# 9.             FullDisclosure.  Executive confirms thathe has given written notification to the Chairman of the Company’s Board ofDirectors of every circumstance of which Executive is aware that may constitutea violation of any law, regulation, licensing requirement, contractrequirement, Company policy or ethical practice of any kind by the Company, anyof its affiliated organizations, or any of its or their directors, officers,employees or agents, including Executive.

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# 10.           Acknowledgmentof Intellectual Property Rights. Executive agrees that all ideas, inventions, trade secrets, know-how,documents and data of any kind developed in connection with or pursuant to hisemployment with the Company are and shall remain the exclusive property of theCompany.  Therefore, to the extent notalready assigned, Executive hereby assigns all such intellectual propertyrights to the Company and agrees to provide any reasonable assistance requiredby the Company to perfect or enforce such rights.

 

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# 11.           Non-disparagement.  Executive shall not make any oral or writtencomments that disparage, discredit or otherwise refer to the Company or itsofficers, directors, employees, products, services or business practices in anegative or otherwise detrimental manner.

#  

# 12.           Considerationand Revocation.  Executiveacknowledges that he has carefully read and fully understands all of theprovisions of this Agreement.  Executivefurther acknowledges that the benefits provided for in this Agreement aregreater than those to which he otherwise would be entitled by any contract,employment policy, or otherwise. Executive further acknowledges that he is entering into this Agreementvoluntarily, that he has been provided more than twenty-one (21) days toconsider the provisions set forth in this Agreement, or has voluntarily waivedthe twenty-one (21) day consideration period upon advice of counsel.  Executive understands that he has a right toobtain advice of legal counsel of his choosing regarding this Agreement priorto signing it and is encouraged by the Company to do so.  For a period of seven (7) days followinghis signing of this Agreement, Executive may revoke it, and this Agreement willnot become enforceable or effective until the seven-day revocation period hasexpired.  To revoke, Executive must senda written notice of revocation that is received by the Company’s Vice PresidentLegal Affairs within the seven-day revocation period.

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# 13.           NoOther Inducements.  To induce theCompany to provide him the consideration recited in this Agreement, Executivevoluntarily executes this Agreement, and acknowledges that the onlyconsideration for executing this Agreement is that recited herein, and that noother promise, inducement, threat, agreement or understanding of any kind hasbeen made by anyone to cause him to execute this Agreement.

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# 14.           Consequencesof Breach.  In the event thatExecutive breaches any of the promises contained in this Agreement, the Companyshall be entitled to immediately terminate, and be relieved of providing, allremaining benefits.  Any suchtermination, however, shall not relieve Executive of any of the obligationscontained in this Agreement, all of which shall remain in full force andeffect.  Additionally, if any court ofcompetent jurisdiction determines that either party breached this Agreement,the breaching party shall be obligated to pay to the other party, in additionto any damages and other relief awarded, an amount equal to the reasonableattorney’s fees and costs incurred to enforce the Agreement.

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# 15.           EntireAgreement.  This Agreement sets forththe entire agreement between the Company and Executive and supersedes all priororal and written agreements between the parties, except as provided herein,including, without limitation, the Change of Control Agreement between theCompany and Executive and any other previous letters or agreements regardingcompensation, benefits or termination of Executive’s employment.  This Agreement cannot be amended or modified,except in writing signed by Executive and an agent of the Company specificallyauthorized to sign on behalf of the Company in this matter.

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# 16.           Severability.  If any portion of this Agreement is found tobe unenforceable, all other portions that can be separated from it, orappropriately limited in scope, shall remain fully valid and enforceable to thefull extent permitted by law.

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# 17.           Signatures.  This Agreement, or any amendment hereto, maybe signed in any number of counterparts, including counterparts signed anddelivered by fax transmission, each of which shall be and deemed an original,but all of which taken together shall constitute one agreement (or amendment asthe case may be).

 

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EXECUTIVEFULLY UNDERSTANDS THE MEANING AND INTENT OF THIS AGREEMENT AND ITS FINAL ANDBINDING EFFECT ON HIM.

 

[Signature page follows]

 

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INWITNESS WHEREOF, Executive and the Company, by its duly authorized agent, haveeach placed theirsignatures on the dates indicated below.

 
|   /s/ David  P. Reiland              |                               | Date:  |   October 30,  2008 |
|------------------------------------------------|------------------------------------|--------|------------------------------------|
| David P. Reiland                               |                               |   |                               |
|                                           |                               |   |                               |
|                                           |                               |   |                               |
| MAGNETEK, INC.                                 |                               |   |                               |
|                                           |                               |   |                               |
|                                           |                               |   |                               |
| By:                                            |   /s/  Mitchell I. Quain |   | Date:                              |   January 5,  2009 |
| Its: Chairman, **Mitchell I. Quain** |                               |   |                               |
|                                                |                                    |        |                                    |  |

 

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**EXHIBIT A**

** **

**SUPPLEMENTALGENERAL RELEASE AGREEMENT**

** **

ThisSupplemental General Release Agreement (this “Release”) is entered into by andbetween Magnetek, Inc., a Delaware corporation (the “Company”), and DavidP. Reiland (“Executive”).  Executiveenters into this Release on behalf of himself, his spouse, heirs, successors,assigns, executors and representatives of any kind, if any.

 

WHEREAS,Executive’s employment with the Company has terminated, and Executive desiresto be eligible for the benefits of the Transition, Separation and CompleteRelease Agreement executed by Executive and the Company on January 5, 2009(the “Transition Agreement”).

 

THEREFORE,in consideration of the mutual promises and agreements made herein and the goodand valuable consideration described herein, the sufficiency of which is herebyexpressly acknowledged, the Company and Executive, intending to be legallybound, agree as follows:

 

# 1.             Non-Liability.  Neither the Company’s or Executive’s signingof this Release, nor any actions taken by either the Company or Executivetoward compliance with the terms of this Release, constitute an admission byeither the Company or Executive that it or he has acted improperly orunlawfully, or that it or he has violated any state or federal law.

#  

# 2.                                       MutualComplete Releases.

#  

## a.     Executivehereby releases and forever discharges the Company, its related and affiliatedentities, and its and their past and present owners, employees, directors,officers, agents, insurers, attorneys, executors, assigns and otherrepresentatives of any kind (collectively referred to in this Agreement as “ReleasedParties”), from any and all claims, liabilities or causes of action of anykind, known or unknown, arising through the date Executive executes thisAgreement, including, but not limited to, any claims, liabilities or causes of actionarising in connection with Executive’s employment or termination of employmentwith the Company.  Executive herebyreleases and waives any claim or right to further compensation, salary,bonuses, commissions, benefits, equity, incentive awards, damages, penalties,attorneys’ fees, costs or expenses of any kind from either the Company or anyof the other Released Parties, except as provided in this Agreement.

##  

## b.     Thisrelease specifically includes, but is not limited to, a release of any and allclaims under the Age Discrimination in Employment Act of 1967; the OlderWorkers Benefit Protection Act of 1990; the Employee Retirement Income SecurityAct of 1974; the Consolidated Omnibus Budget Reconciliation Act of 1985; TitleVII of the Civil Rights Act of 1964; Section 1981 of the Civil Rights Actof 1866; the Civil Rights Act of 1991; the Americans with Disabilities Act; theFamily Medical Leave Act; any state or federal wage payment laws; any state andlocal fair employment law(s), including the Wisconsin Fair Employment Act; andany other federal, state or local laws or regulations of any kind, whetherstatutory or decisional.  This releasealso includes, but is not limited to, a release of any claims for wrongfultermination, any tort, any breach of express or implied contract, estoppel,defamation, misrepresentation, violation of public policy or 

 

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## invasion of privacy and any other common law claim of any kind, butthis release does not release or waive any claims that cannot be released orwaived as a matter of law.

##  

## c.     TheCompany hereby releases and forever discharges Executive from any and allclaims, liabilities or causes of action of any kind, known or unknown, arisingthrough the date the Company executes this Agreement, including, but notlimited to, any claims, liabilities or causes of action arising in connectionwith Executive’s employment or termination of employment with the Company.

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# 2.             Reaffirmation.  Executive hereby reaffirms the promises madeand obligations undertaken as set forth in the Transition Agreement.

#  

# 3.             Considerationand Revocation.  Executiveacknowledges that he has carefully read and fully understands all of theprovisions of this Release.  Executivefurther acknowledges that the benefits provided for in the Transition Agreementthat Executive will receive by executing this Release are greater than those towhich he otherwise would be entitled by any contract, employment policy, orotherwise.  Executive furtheracknowledges that he is entering into this Release voluntarily, that he hasbeen provided more than twenty-one (21) days to consider the provisions setforth in this Release, or has voluntarily waived the twenty-one (21) dayconsideration period upon advice of counsel. Executive understands that he has a right to obtain advice of legalcounsel of his choosing regarding this Release prior to signing it and isencouraged by the Company to do so.  Fora period of seven (7) days following his signing of this Release, Executivemay revoke it, and this Release will not become enforceable or effective untilthe seven-day revocation period has expired. To revoke, Executive must send a written notice of revocation that isreceived by the Company’s Vice President Legal Affairs within the seven-dayrevocation period.

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# 4.             Severability.  If any portion of this Release is found to beunenforceable, all other portions that can be separated from it, orappropriately limited in scope, shall remain fully valid and enforceable to thefull extent permitted by law.

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# 5.             Signatures.  This Release, or any amendment hereto, may besigned in any number of counterparts, including counterparts signed anddelivered by fax transmission, each of which shall be and deemed an original,but all of which taken together shall constitute one agreement (or amendment asthe case may be).

#  

EXECUTIVEFULLY UNDERSTANDS THE MEANING AND INTENT OF THIS RELEASE AND ITS FINAL ANDBINDING EFFECT ON HIM.

 

[Signature page follows]

 

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INWITNESS WHEREOF, Executive and the Company, by its duly authorized agent, haveeach placed their signatures on the dates indicated below.

 
|   /s/ David P. Reiland           |                              | Date:  |   January 16, 2009 |
|--------------------------------------------|-----------------------------------|--------|-----------------------------------|
|                                       |                              |   |                              |
| David P. Reiland                           |                              |   |                              |
|                                       |                              |   |                              |
|                                       |                              |   |                              |
| MAGNETEK, INC.                             |                              |   |                              |
|                                       |                              |   |                              |
|                                       |                              |   |                              |
| By:                                        |   /s/ Mitchell I. Quain |   | Date:                             |   January 05, 2009 |
|                                       |                              |   |                              |
| Its: Chairman, Mitchell I. Quain |                              |   |                              |
|                                            |                                   |        |                                   |  |

 

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