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| Grantee:                                                                     | [Name]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| Number      of SharesAwarded:                                                | [Number of Shares      Granted]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *Subject      to restrictions in  the      Plan and this Agreement |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| Date      of Award:                                                          | [Date]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| Vesting:                                                                     | Your      rights in and to the Restricted Stock shall not be vested as of the Grant      Date and shall be subject to the forfeiture provisions set forth below      unless and until otherwise vested pursuant to the terms of this Agreement.      Provided that you remain continuously employed by the Company through      [date], [insert percentage] of      the Restricted Stock will vest on [insert date or vesting      schedule]. There are no other vesting requirements for these      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| Restrictions:                                                                | Until      the Restricted Stock vests, it shall not be liable for any of your debts,      contracts or obligations nor is it subject to transfer, sale, pledge,      encumbrance, assignment or any other means of disposition, whether      voluntary, involuntary or by operation of law as a result of a judgment,      levy, attachment, garnishment or any other legal or equitable proceedings      (including bankruptcy). Any attempted disposition of the Restricted Stock      prior to vesting shall be null and void and of no effect; provided,      however, that nothing in this section shall prevent a transfer by will or      by the applicable laws of descent and distribution, except as limited by      the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  Forfeiture:                                                            | In      the event that your employment is terminated voluntarily or you have given      notice of your intent to terminate your employment prior to the above      vesting date, all of the Restricted Stock awarded to you under this      Agreement will be forfeited. In the event your employment is involuntarily      terminated prior to the above vesting date, all of the Restricted Stock      awarded to you under this Agreement will be forfeited unless the      Committee, in its sole and absolute discretion, elects to accelerate the      vesting of some or all of the Restricted Stock awarded under this      Agreement. In the event that your employment is terminated as a result of      a “Change of Control”, as defined in Section 13.2 of the Plan, your rights      with respect to the Restricted Stock will be subject to the terms of      Section 13 of the Plan. [optional: and of your Change of Control      Agreement].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| Stockholder      Status;Voting:                                              | From      and after the Grant Date, you will be recorded as a shareholder of the      Company with respect to the shares of Restricted Stock (whether vested or      unvested) and shall have voting rights with respect to such shares unless      and until any such shares are forfeited pursuant to this Agreement or      transferred back to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| Dividends:                                                                   | From      and after the Grant Date and unless and until the Shares are forfeited      pursuant to this Agreement or otherwise transferred back to the Company,      you will be entitled to receive all dividends and other distributions paid      with respect to the Restricted Stock, if any. Dividends payable by the      Company to public stockholders in cash shall, with respect to any unvested      shares of Restricted Stock, be paid in cash on or about the date such      dividends are payable to public stockholders, subject to any applicable      tax withholding requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| Transferability:                                                             | Neither      the Restricted Stock award, nor any interest in the award, are      transferable, subject to the provisions of Section 11.1 of the      Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| Payment      of WithholdingTaxes:                                            | If      at any time the Company becomes obligated to withhold any amount for      federal, state or local taxes imposed as a result of the grant of this      Restricted Stock to you, including, without limitation, any employment      tax, income tax, F.I.C.A., or state disability insurance (the date upon      which the Company becomes so obligated shall be referred to herein as the      “Withholding Date”), then you shall pay any such tax liability, in cash or      by check with immediately available funds, to the Company on or before the      Withholding Date or shall assign to the Company from the proceeds of any      agreed upon sale of Restricted Stock the amount necessary to pay the tax      liability. Execution of this Agreement constitutes your authorization and      consent to the Company withholding the full amount of any tax liability      from compensation or other amounts due and otherwise payable to you in the      event that you do not pay the tax liability to the Company on or before      the Withholding Date or assign to the Company sufficient proceeds from a      sale of Restricted Stock to pay the tax liability and you further agree      that any such withholding and payment of any tax liability by the Company      to the relevant taxing authority shall constitute full satisfaction of the      Company’s obligation to pay such compensation or other amounts to      you. In      addition to the foregoing, all or any portion of the taxes required to be      withheld by the Company in connection with the exercise, vesting,      settlement or transfer of any Restricted Stock award, may, at your      election, be paid by the Company by withholding shares of the Company’s      capital stock otherwise issuable or subject to the Restricted Stock Award,      having a fair market value equal to the amount required or elected to be      withheld or paid.  Any such election is subject to such      conditions or procedures as may be established by the Committee and may be      subject to disapproval by the Committee. |
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| Taxable      Income andSection      83(b) Election:                          | You      understand that the taxable income recognized by you as a result of the      award of Restricted Stock pursuant to this Agreement, and the overall tax      liability and Withholding Date would be affected by your decision within      30 days of the Grant Date to make an election under Section 83(b) of the      United States Internal Revenue Code (an “83(b) Election”). You understand      and agree that it is your sole responsibility to decide whether to make an      83(b) Election with respect to the award of Restricted Stock and for      properly making the election and filing the proper form with the relevant      taxing authorities on a timely basis. You acknowledge and agree that you      have not and will not rely on the Company for advice in connection with      this decision and you further acknowledge that the Company has advised you      to contact your own tax advisor to discuss the desirability of making an      83(b) Election with respect to this grant. You further agree that it is      your responsibility to timely notify the Company of your decision and to      immediately submit to the Company a signed copy of any 83(b) Election form      that you file with respect to this grant of Restricted Stock and to pay      applicable withholding taxes to the Company at the time that the 83(b)      Election is filed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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| Escrow:                    | Until      the Restricted Stock vests, the record address of the holder of record      shall be “c/o the Secretary of Magnetek, Inc.” at the address of the      Corporate Offices of the Company. The stock will be held in escrow in the      custody of the Secretary of the Company and shall contain the following      legend: “THE TRANSFER AND REGISTRATION OF TRANSFER OF THE SECURITIES      REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AS      PROVIDED IN A RESTRICTED STOCK AGREEMENT DATED AS OF [DATE] BY AND BETWEEN      MAGNETEK, INC. AND [INSERT NAME OF      GRANTEE]”. After the stock vests, you are entitled, provided you      have paid any tax liability, to receive the certificate representing the      Restricted Stock, which shall no longer contain the above      legend. |
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| No      Employment Rights: | This      Agreement does not confer upon you any right to continue in the employment      of Magnetek, Inc. or any of its subsidiaries or affiliates, nor does it      affect the Company’s right to terminate your employment, with or without      cause, or confer any right upon you to participate in any welfare or      benefit plan of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| MAGNETEK,      INC. |                                       | GRANTEE |
|---------------------|--------------------------------------------|---------|
|                |                                       |    |   |
| By:                 |                                       |    |   |
|                | [Name]                                     |    | Name: |
|                | President      and Chief Executive Officer |    |   |
|                |                                       |    |   |
| By:                 |                                       |    |   |
|                | [Name]                                     |    | Address |
|                | Vice      President Legal Affairs          |    |   |
|                | and      Corporate Secretary               |    |   |
|                |                                       |    |   |

|   |   |
|--------|--------|

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