**Exhibit 10.4**

** **

**MAGNETEK, INC.**

**NON-QUALIFIED STOCK OPTIONAGREEMENT**

 

                FOR GOOD AND VALUABLECONSIDERATION, MAGNETEK, INC., a Delaware corporation, hereby irrevocablygrants to the Optionee named below the non-qualified stock option (the “Option”)to purchase any part or all of the specified number of shares of its $0.01 parvalue Common Stock upon the terms and subject to the conditions set forth inthis Agreement, at the specified purchase price per share without commission orother charge.  The Option is grantedpursuant to the plan specified below (the “Plan”) and the Standard Terms andConditions promulgated under such Plan. The terms of the Plan and such Standard Terms and Conditions are herebyincorporated herein by reference and made a part of this Agreement.  The Committee, as defined in the Plan,  shall have the power to interpret thisAgreement.

 
| The  Plan:                                             | 2004  Stock Incentive Plan of MagneTek, Inc. |
|--------------------------------------------------------|----------------------------------------------|
|                                                   |                                         |
| Name  of Optionee:                                     |                                         |
|                                                   |                                         |
| Social  Security Number:                               |                                         |
|                                                   |                                         |
| Number  of Shares covered by Option (subject to lapse  |                                         |
| provisions  and other limitations on exercisability in |                                         |
| accordance  with the terms of the Plan):               |                                         |
|                                                   |                                         |
| Purchase  Price Per Share:                             |                                         |
|                                                   |                                         |
|                                                   |                                         |
| Minimum  Number of Shares Per Partial Exercise:        | 100  Shares                                  |

 

TheOption shall become exercisable in installments in accordance with the followingvesting schedule:

 

                Until               ,the Option shall not be exercisable to any degree.  Thereafter, the Option shall vest

        %of the first anniversary of the Grant Date, [and]            %on the second anniversary of the Grant Date [, and            %on the third anniversary of this grant].

 

 

Dateof this Agreement (Grant Date):

 

 
| MAGNETEK,  INC. |   |   |
|-----------------|--------|--------|
|            |   |   | Optionee  Signature |
|            |   |   |   |
|            |   |   | Address  (please print): |
|            |   |   |   |
|            |   |   |   |
|            |   |   |   |
| By              |   |   |   |
|            |   |   |   |
| By              |   |   |   |
|            |   |   |   |
|            |   |   |   |

 

 

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