**Exhibit 10.1**

** **

ADVISORY SERVICES AGREEMENT

 

THISADVISORY SERVICES AGREEMENT (this “Agreement”) is made effective as of the 24thday of October, 2008 (the “Effective Date”) by and between Magnetek, Inc.,located at N49 W13650 Campbell Drive, Menomonee Falls, WI 53051 (“Magnetek” orthe “Company”), and David A. Bloss, Sr. (“Advisor”).

 

WHEREAS,Advisor, a member of the Company’s Board of Directors (the “Board of Directors”),possesses certain management, executive officer and operations skills andexperience and Magnetek desires to obtain the benefit of such skills andexperience; and

 

WHEREAS,Advisor desires to make himself available to provide direction, mentoring,guidance and/or advice to the Chief Executive Officer of the Company (the “CEO”).

 

NOWTHEREFORE, in consideration of the premises and the covenants and provisionscontained herein, the parties agree as follows:

 

1.               Engagement.  Magnetek hereby engages Advisor to providethe advisory services set forth in Section 2 below, and Advisor herebyaccepts the engagement and agrees to provide such advisory services inaccordance with the terms and provisions of this Agreement.

 

2.               Advisory Services.  Advisor shall provide such direction,mentoring, guidance and/or advice to the CEO as may from time to time berequested by the CEO or the Board of Directors (the “Services”).  The Company and Advisor intend that theServices shall be limited in scope and nature so as to permit the Board ofDirectors to conclude that Advisor continues to qualify as an “independentdirector” under the provisions of Section 303A.02 of the New York StockExchange Corporate Governance Listing Standards and the Company’s guidelines.

 

3.               Reporting.  Advisor shall report to the Board ofDirectors with respect to the Services provided by Advisor under this Agreementat regularly scheduled meetings of the Board of Directors or as the Board ofDirectors otherwise requests.  Except asotherwise expressly requested by the Board of Directors, Advisor shall have noobligation or right to report to, or consult or otherwise communicate with, anyother officer, employee or representative of the Company with respect to theServices provided by Advisor under this Agreement.

 

4.               Commitment.  Advisor shall devote such time as is requiredto effectively provide the Services and shall be reasonably available to meetin person with the CEO or the Board of Directors at the Company’s facility inMenomonee Falls, Wisconsin. 

 

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However, Advisor shall not be required to provide Services under thisAgreement in an amount that exceeds twenty (20) hours per month.

 

5.               Compensation.

 

a.               In consideration for theServices to be provided by Advisor under this Agreement, on the Effective Date,the Board of Directors granted to Advisor non-qualified stock options to purchase79,165 shares of the Company’s $0.01 par value common stock (the “Stock Options”).  The Stock Options were granted to Advisor inhis capacity as a director of the Company under the Amended and Restated 1997Non-Employee Director Stock Option Plan of Magnetek, Inc. (the “1997 Plan”)and are subject to the terms and conditions set forth in the 1997 Plan.

 

b.              The Stock Options had agrant date value of $100,000, as determined using the Black-Scholes model.  The Stock Options have a term of ten (10) yearsfrom the grant date, a vesting period of one (1) year and an exerciseprice of $2.09 (the fair market value of the Company’s common stock on thegrant date).  Vesting of the StockOptions is further conditioned upon the performance of the Services by Advisorunder this Agreement.

 

6.               Term.  This Agreement shall commence on theEffective Date and shall terminate on October 24, 2009.

 

7.               No Assignment.  Advisor shall not assign any of his dutiesand obligations under this Agreement without the prior written approval ofMagnetek.

 

8.               Applicable Law.  The validity and interpretation of thisAgreement shall be governed by, and construed and enforced in accordance with,the laws of the State of Wisconsin without giving effect to principles ofconflicts of law.

 

9.               General.

 

a.                           If any portionof this Agreement is found to be unenforceable, all other portions that can beseparated from it, or appropriately limited in scope, shall remain fully validand enforceable to the full extent permitted by law.

 

b.                          This Agreementcontains the entire understanding between the parties with respect to thesubject matter hereof.  All priornegotiations between the parties are merged into this Agreement, and there areno understandings or agreements other than those incorporated or referred toherein.

 

c.                           This Agreementmay not be modified except by an instrument in writing signed by both partiesand approved by the Board of Directors.

 

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d.                          It isunderstood and agreed that Advisor shall be an independent contractor inperforming the Services under this Agreement and shall not be considered anemployee or executive officer of the Company. Further, as an independent contractor, Advisor has no authority to enterinto any contract or incur any liability on behalf of the Company****or otherwise to direct the CEO or any other officer oremployee of the Company to take or refrain from taking any action, whether ornot related to the Services**.**

 

e.                           This Agreementmay be executed in any number of counterparts, each of which shall beconsidered an original, and all of which together shall be deemed one and thesame instrument.

 

INWITNESS WHEREOF, and intending to be legally bound hereby, the parties haveexecuted this Agreement.

 
| ADVISOR                                   |   | MAGNETEK,  INC. |
|-------------------------------------------|--------|-----------------|
|                                      |   |            |
|                                      |   |            |
|   /s/  David A. Bloss, Sr. |   | By:             |   /s/  Mitchell I. Quain |
| David  A. Bloss, Sr.                 |   |            | Mitchell  I. Quain |
|                                      |   |            |   |
|                                      |   | Title:          |   Chairman |
|                                           |        |                 |  |  |

 

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