EXHIBIT
10.2


Magnetek,
Inc.


Fiscal
Year 2010 Incentive Stock Compensation Plan





GENERAL


As a
member of Magnetek’s Management Team, you are eligible to participate in the
Magnetek 2010 Incentive Stock Compensation Plan (2010 MISCP).  The
2010 MISCP is designed to provide a short-term incentive goal.  As a
result, we will concentrate leadership attention on achievement of fiscal year
2010 planned adjusted EBITDA, an operating measure derived from planned earnings
before interest, taxes, depreciation and amortization (EBITDA), a commonly used
cash flow metric.




The 2010 MISCP is awarded as an
“Incentive Stock Document,” “Incentive Bonus Document” and/or an “Incentive
Stock Unit Document” as defined under Magnetek’s Second Amended and Restated
2004 Stock Incentive Plan (the “Restated 2004 Plan”), but is specifically
granted subject to stockholder approval of the amendment to the Restated 2004
Plan adding Magnetek shares under the Restated 2004
Plan.  Accordingly, this 2010 MISCP is subject to all of the
limitations, terms and conditions of the Restated 2004 Plan Stock, including
type of award, class of recipient and share limitations.





PARTICIPATION IN THE 2010
MISCP


Participation in the 2010
MISCP is limited to those management employees as recommended and
approved by the Chief Executive Officer of Magnetek.  Employees
already eligible for sales incentive compensation and/or other incentive
compensation programs will not be eligible to participate in the
MISCP.





DETAILS





Eligibility


You must
be on active pay status as of the date on which the 2010 MISCP shares are
granted in order to receive any 2010 MISCP incentive stock award.  To
be eligible to receive any 2010 MISCP award, you must maintain full satisfactory
and acceptable performance standards (including, without limitation, compliance
with Magnetek’s policies and procedures) at all times prior to the 2010 MISCP
Award Grant Date.





2010 MISCP
Award


Your 2010
MISCP award will be based upon the Company’s 2010 audited adjusted EBITDA
financial results.  The planned adjusted EBITDA for fiscal year 2010
is set forth in the attached Exhibit A.  If actual adjusted EBITDA
falls below this amount, there will be no MISCP award granted for the
year.  If actual adjusted EBITDA is equal to the planned amount, then
you will be entitled to 50% of your Target MISCP participation
percentage.  For every additional $1,000,000 of actual adjusted EBITDA
above plan, you will receive an additional 10% of your Target percentage up to
100% of your Target.  All actual MISCP awards for fiscal year 2010
will be made in the form of Shares of Magnetek’s common stock, with immediate
vesting, and the number of Shares will be determined by dividing your calculated
2010 MISCP actual award dollar value by the closing price of Magnetek’s common
stock on the day prior to the approval of the 2010 MISCP incentive stock award
calculation by the Company’s Board of Directors.





Target


Target is
the percent of your base salary (as of as of the last day of fiscal year 2010)
on which the incentive stock award will be calculated.  The target is
based on your designated 2010 MISCP level.





Adjusted
EBITDA


Adjusted
EBITDA is defined as the Company’s reported operating profit plus non-cash
expenses of depreciation, pension expense, stock compensation expense and MISCP
provisions recorded during fiscal year 2010.





Re-employment from
Termination or Layoff


When an
employee is re-employed from termination or layoff, eligibility for the
incentive stock award will be subject to the terms agreed upon at the time of
the employee’s re-employment.





Military, Medical or
Personal Leave of Absence


An
employee who is on an approved Military, Medical or Personal Leave of Absence,
either the first or last scheduled day of a fiscal year, will be eligible for
the incentive stock award if that employee has otherwise met the eligibility
requirements.  The incentive stock award will be prorated for the time
actually worked during the fiscal year, unless the military duty falls under
USERRA guidelines.  In that case, if an employee returns to work from
USERRA duty, the incentive stock award is not prorated for time served on
approved military leave.





Disclaimer


Subject to any limitations in the
Restated 2004 Plan if approved by the stockholders, the Board of
Directors reserves the right to change or modify this 2010 MISCP at any
time.








Approved
for Fiscal Year 2010:





/s/
      Peter M. McCormick
            
            September
      4, 2009Peter
      M. McCormick
            
            DateMagnetek,
      Inc. President & Chief Executive Officer