**Exhibit10.5**

**Magnetek,Inc.**

 

**RestrictedStock Award Agreement**

**(“IncentiveStock Document”)**

 

 

**FOR GOOD AND VALUABLECONSIDERATION, MAGNETEK, INC**., a Delaware Corporation,hereby grants to the Grantee named below, an award of restricted $0.01 par valueCommon Stock (the “Restricted Stock”), upon the terms and subject to theconditions set forth in this Restricted Stock Award Agreement (the “Agreement”).  The award is granted pursuant to the 2004Stock Incentive Plan of Magnetek, Inc. (the “Plan”) and is subject to the termsand conditions of the Plan, which are incorporated herein by reference.  In the event of any conflict between theprovisions of this Agreement and the provisions of the Plan, the terms of thePlan shall control, except as expressly stated otherwise in this Agreement. TheCommittee, as defined in the Plan, shall have the authority to interpret thisAgreement and may change or modify its terms, subject to the terms of the Plan.

 
| Grantee:                     |   | [**Name**]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Number of Shares Awarded:    |   | [**Number of Shares Granted**]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *Subject to restrictions  in |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| the Plan and this  Agreement |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Date of Award:               |   | [**Date**]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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.                                                                                                                                                                                                          |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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**]. |
|------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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.                                                                                                                                                                                                                                                                                                                                                  |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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 Withholding Taxes:               |   | 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. |
|---------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Taxable Income and Section  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. |
|---------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **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**.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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

 

 

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