**Exhibit 4.6**

Effective as of January 1, 2008

 

**2004 STOCK INCENTIVE PLAN**

**OF**

**MAGNETEK, INC.**

 

**STANDARD TERMS AND CONDITIONS RELATING TONON-QUALIFIED OPTIONS**

 

The following standard terms and conditions apply tothe non-qualified option to purchase $0.01 par value Common Stock of Magnetek, Inc.granted under the 2004 Stock Incentive Plan of Magnetek, Inc. (the “2004Plan”) (the applicable terms of which are hereby incorporated by reference andmade a part of these standard terms and conditions).  In turn, these standard terms and conditionsare incorporated by reference into each such option.

 

**ARTICLE 1DEFINITIONS**

 

Whenever capitalized terms are used in these standardterms and conditions, they shall have the meaning specified (i) in the2004 Plan, (ii) in the Magnetek, Inc. Non-Qualified Stock OptionAgreement (the “Option Agreement”) into which these standard terms andconditions are incorporated by reference or (iii) below, unless thecontext clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter, and thesingular the plural, where the context so indicates.

 

“Board” shall mean the Board of Directors of theCompany.

 

“Code” shall mean the Internal Revenue Code of 1986,as amended.

 

“Company” shall mean Magnetek, Inc., a Delawarecorporation.

 

“Consultant” shall mean any non-Employee providingservices to the Company, or of any corporation which is then a ParentCorporation or a Subsidiary, whether such individual is providing services atthe time the 2004 Plan is adopted or begins providing services subsequent tothe adoption of the 2004 Plan.

 

“Employee” shall mean any employee (as defined inaccordance with the Regulations then applicable under Section 3401(c) ofthe Code) of the Company, or of any corporation which is then a ParentCorporation or a Subsidiary, whether such employee is so employed at the timethe 2004 Plan is adopted or becomes so employed subsequent to the adoption ofthe 2004 Plan.

 

“Fair Market Value” of a share of the Company’s stockon a given determination date shall mean: the closing price for a share of the Company’s stock reported for thatdate by the New York Stock Exchange (or such other stock exchange or quotationsystem on which shares of the Company’s stock are then listed or quoted) or, ifno shares of the Company’s stock are traded on the New York Stock Exchange (orsuch other stock exchange or quotation system) on the date in question, thenfor the next preceding date for which shares of the Company’s stock traded onthe New York Stock Exchange (or such other stock exchange or quotation system).

 

“Option” shall mean the non-qualified option topurchase $0.01 par value Common Stock of the Company granted under the 2004Plan and to which these standard terms and conditions apply.

 

“Optionee” shall mean the Employee or Consultant towhom the Option is granted under the 2004 Plan.

 

“Parent Corporation” shall mean any corporation thatis a “parent” of the Company within the meaning of Rule 405 under theSecurities Act.

 

“Securities Act” shall mean the Securities Act of1933, as amended.

 

“Shares” shall mean shares of the Company’s CommonStock, $.01 par value.

 

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“Subsidiary” shall mean any corporation of which theCompany has “control” within the meaning of Rule 405 under the SecuritiesAct.

 

“Termination of Employment or Service” shall mean thetime when the employee-employer or service relationship between the Optioneeand the Company, a Parent Corporation or a Subsidiary is terminated for anyreason, with or without cause, including, but not by way of limitation, atermination by resignation, discharge, death or retirement, but excludingterminations where there is a simultaneous reemployment by the Company, aParent Corporation or a Subsidiary.  TheCommittee, in its absolute discretion, shall determine the effect of allmatters and questions relating to Termination of Employment or Service,including, but not by way of limitation, the question of whether a Terminationof Employment or Service resulted from a discharge for good cause, and all questionsof whether particular leaves of absence constitute Terminations of Employmentor Service.  The term Termination ofEmployment or Termination of Service shall be interpreted in a mannerconsistent with the definition of “Separation from Service” under Code Section 409A.

 

**ARTICLE 2ADJUSTMENTS TO OPTION**

 

SECTION 2.1 - ADJUSTMENTS IN OPTION

 

If the outstanding securities of the class thensubject to this Plan are increased, decreased or exchanged for or convertedinto cash, property or a different number or kind of shares or securities, orif cash, property or shares or securities are distributed in respect of suchoutstanding securities, in either case as a result of a reorganization, merger,consolidation, recapitalization, restructuring, reclassification, dividend(other than a regular, quarterly cash dividend) or other distribution, stocksplit, reverse stock split, spin-off or the like, or if substantially all ofthe property and assets of the Company are sold, then, unless the terms of suchtransaction shall provide otherwise, the Committee shall make appropriate andproportionate adjustments in (a) the number and type of shares or othersecurities or cash or other property that may be acquired pursuant to Awardstheretofore granted under this Plan and the exercise or settlement price ofsuch Awards, *provided*, *however*,that such adjustment shall be made in such a manner that is consistent with therequirements of Code Section 409A and that will not affect the status ofany Award intended to qualify as an ISO under Code Section 422 or as “performancebased compensation” under Code Section 162(m) and (b) themaximum number and type of shares or other securities that may be issuedpursuant to such Awards thereafter granted under this Plan.

 

SECTION 2.2 - CHANGE OF CONTROL

 

(a)           Upon or in connection with a Changeof Control or a Change of Control Transaction (each as defined in Section 2.2(b)),or upon a termination of the participant’s employment or service with theCompany following a Change of Control, the Option shall either (A) becomefully exercisable, or (B) be converted automatically into the right toreceive a payment equal to the difference between the exercise price for allShares subject to the Option (whether or not then subject to exercise) and theprice being paid to the holders of Shares in connection with the Change ofControl Transaction.

 

(b)           “Change of Control” shall mean thefirst to occur of the following:

 

(i)            the merger or consolidation of theCompany with or into another corporation;

 

(ii)           the acquisition by anothercorporation person or group of all or substantially all of the Company’s assetsor 40% or more of the Company’s then outstanding voting stock;

 

(iii)          the liquidation or dissolution of theCompany; or

 

(iv)          during any period of 12 consecutivemonths, individuals who at the beginning of such 12-month period constitutedthe Board (together with any new directors whose election by the Board or whosenomination for election by the stockholders of the Company was approved by a voteof a majority of the directors then still in office who were either directorsat the beginning of such period or whose election or nomination for electionwas previously so approved) cease for any reason to constitute a majority ofthe Board then in office,

 

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*provided,however*, that aChange of Control will not be deemed to have occurred in respect of a merger inwhich (x) the Company is the surviving corporation, (y) no person orgroup acquires 40% or more of the Company’s outstanding voting stock and (z) theShares outstanding prior to the merger remain outstanding thereafter; and *provided further*, that a merger or consolidation will not beconsidered a Change of Control if such transaction results only in thereincorporation of the Company in another jurisdiction or its restructuringinto holding company form.

 

“Change of Control Transaction” shall mean any tenderoffer, offer, exchange offer, solicitation, merger, consolidation,reorganization or other transaction that is intended to or reasonably expectedto result in a Change of Control.

 

**ARTICLE 3PERIOD OF EXERCISABILITY**

 

SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY

 

(a)           Subject to Section 3.1(b), theOption shall become exercisable as set fort in the Option Agreement.

 

(b)           No portion of the Option which isunexercisable at Termination of Employment or Service shall thereafter becomeexercisable.

 

SECTION 3.2 - EXPIRATION OF OPTION

 

The Option may not be exercised to any extent byanyone after the first to occur of the following events:

 

(a)           The expiration of 10 years after thedate the Option was granted; or

 

(b)           The time of the Optionee’sTermination of Employment or Service unless such Termination of Employment orService results from his death, his disability (with the meaning of Section 22(e)(3) ofthe Code), his retirement or his voluntary or involuntary discharge other thanfor cause; or

 

(c)           In the case of an Optionee who was anexecutive officer on the date the Option was granted, the expiration of 12months from the date of the Optionee’s Termination of Employment or Service byreason of the Optionee’s retirement or the Optionee’s voluntary or involuntarydischarge other than for cause; or

 

(d)           In the case of an Optionee who wasnot an executive officer on the date the Option was granted, the expiration ofthree months from the date of the Optionee’s Termination of Employment orService by reason of the Optionee’s retirement or the Optionee’s voluntary orinvoluntary discharge other than for cause, unless the Optionee dies withinsaid three-month period; or

 

(e)           The expiration of 12 months from thedate of the Optionee’s Termination of Employment or Service by reason of hisdisability (with the meaning of Section 22(e)(3) of the Code) unlessthe Optionee dies within said 12-month period; or

 

(f)            The expiration of 12 months from thedate of the Optionee’s death; or

 

(g)           The circumstances referred to in Section 2.2in which the Option will automatically be converted into the right to receive acash payment.

 

 

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SECTION 3.3 - CONSIDERATION TO THE COMPANY

 

In consideration of the granting of the Option by theCompany, the Participant agrees to render faithful and efficient services tothe Company, a Parent Corporation or a Subsidiary, with such duties andresponsibilities as the Company shall from time to time prescribe, for a periodof at least 12 months from the date the Option is granted.  Nothing in these standard terms andconditions, in the Option Agreement or in the 2004 Plan shall confer upon theParticipant any right to continue in the employ or service of the Company, anyParent Corporation or any Subsidiary or shall interfere with or restrict in anyway the rights of the Company, its Parent Corporations and its Subsidiaries,which are hereby expressly reserved, to discharge the Participant at any timefor any reason whatsoever, with or without cause.

 

**ARTICLE 4EXERCISE OF OPTION**

 

SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE

 

During the lifetime of the Optionee, only he mayexercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Optionmay, prior to the time when the Option becomes unexercisable under Section 2.2or 3.2, be exercised by his personal representative or by any person empoweredto do so under the Optionee’s will or under the then applicable laws of descentand distribution.

 

SECTION 4.2 - PARTIAL EXERCISE

 

Any exercisable portion of the Option or the entireOption, if then wholly exercisable, may be exercised in whole or in part at anytime prior to the time when the Option or any portion thereof becomesunexercisable under Section 3.2; *provided, however*,that each partial exercise shall be for not less than the minimum number of Sharesspecified in the Option Agreement and shall be for whole Shares only.

 

SECTION 4.3 - MANNER OF EXERCISE

 

The Option, or any exercisable portion thereof, may beexercised solely by delivery to the Secretary of the Company or his office ofall of the following prior to the time when the Option or such portion becomesunexercisable under Section 2.2 or 3.2:

 

(a)           Notice in writing signed by theOptionee or the other person then entitled to exercise the Option or anyportion thereof, stating that the Option or portion thereof is therebyexercised, such notice complying with all applicable rules established bythe Committee; and

 

(b)           Full payment:

 

(i)            By delivery of cash or a certifiedor cashier’s check for the Shares with respect to which such Option or portionthereof is thereby exercised; or

 

(ii)           To the extent provided by the termsof the Option or otherwise with the consent of the Committee, by delivery tothe Company of Shares that have been held by the Optionee for a period of notless than 12 months unless otherwise specified by the Committee, duly endorsedfor transfer to the Company by the Optionee or other person then entitled toexercise the Option or portion thereof, with a Fair Market Value determined asof the date of delivery equal to the aggregate Option price of the Share withrespect to which such Option or portion thereof is thereby exercised; or

 

(iii)          Other property acceptable by theCommittee; or

 

(iv)          To the extent provided by the terms ofthe Option or otherwise with the consent of the Committee, by retention by theCompany of Shares to be issued with a Fair Market Value determined as of thedate of issuance equal to the aggregate Option price of the Shares with respectto which such Option or portion thereof is thereby exercised; or

 

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(v)           By means of any combination of theconsideration provided in the foregoing subsections (i), (ii) (iii) or(iv); and

 

(c)           On or prior to the date the same isrequired to be withheld:

 

(i)            Full payment (in cash or by check)of any amount that must be withheld by the Company, any Parent Corporation orany Subsidiary for federal, state and/or local tax purposes in connection withthe exercise of the Option; or

 

(ii)           To the extent provided by the termsof the Option or otherwise with the consent of the Committee, full payment bydelivery to the Company of Shares owned by the Optionee, duly endorsed fortransfer to the Company by the Optionee or other person then entitled toexercise the Option or portion thereof, with a Fair Market Value determined asof the date of delivery equal to the amount that must be withheld by theCompany, any Parent Corporation or any Subsidiary for federal, state and/orlocal tax purposes in connection with the exercise of the Option; or

 

(iii)          To the extent provided by the term ofthe Option or otherwise with the consent of the Committee, full payment byretention by the Company of Shares to be issued with a Fair Market Valuedetermined as of the date of issuance equal to the amount that must be withheldby the Company, any Parent Corporation or any Subsidiary for federal, stateand/or local tax purposes in connection with the exercise of the Option; or

 

(iv)          Any combination of payments providedin the foregoing subsections (i), (ii) or (iii); and

 

(d)           In the event the Option or portionthereof shall be exercised pursuant to Section 4.1 by any person orpersons other than the Optionee, appropriate proof of the right of such personor persons to exercise the Option or portion thereof.

 

TheCommittee may, in its absolute discretion, take whatever additional actions itdeems appropriate in connection with the exercise of the Option and theissuance of Shares pursuant thereto to insure compliance with the SecuritiesAct and any other federal or state securities laws or regulations.

 

SECTION 4.4 - CONDITIONS TO ISSUANCE OF STOCKCERTIFICATES

 

The Shares deliverable upon the exercise of theOption, or any portion thereof, may be either previously authorized butunissued Shares or issued Shares which have then been reacquired by theCompany.  Such Shares shall be fully paidand nonassessable.  The Company shall notbe required to issue or deliver any certificate or certificates for Sharespurchased upon the exercise of the Option or any portion thereof prior tofulfillment of all of the following conditions:

 

(a)           The admission of such Shares tolisting on all stock exchanges on which such class of stock is then listed; and

 

(b)           The completion of any registration orother qualification of such Shares under any state or federal law or underrulings or regulations of the Securities and Exchange Commission or of anyother governmental regulatory body, which the Company shall deem necessary oradvisable; and

 

(c)           The obtaining of any approval orother clearance from any state or federal governmental agency which the Companyshall determine to be necessary or advisable; and

 

(d)           The lapse of such reasonable periodof time following the exercise of the Option as the Committee may from time totime establish for reasons of administrative convenience.

 

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SECTION 4.5 - RIGHTS AS STOCKHOLDER

 

The holder of the Option shall not be, nor have any ofthe rights or privileges of, a stockholder of the Company in respect of anyShares purchasable upon the exercise of any part of the Option unless and untilcertificates representing such Shares shall have been issued by the Company tosuch holder.

 

**ARTICLE 5OTHER PROVISIONS**

 

SECTION 5.1 - ADMINISTRATION

 

The Committee shall have the power to interpret the2004 Plan, these standard terms and conditions and the Option Agreements, andto adopt such rules for the administration, interpretation and applicationof the 2004 Plan as are consistent therewith and to interpret or revoke anysuch rules.  Without limiting thegenerality of the foregoing, in connection with mergers, consolidations andother corporate transactions referred to in Section 2.2 hereof, theCommittee may make such determinations and adopt such rules and conditionsas it, in its absolute discretion, deems appropriate in connection with (a) theacceleration of exercisability of options (including conditioning suchacceleration upon consummation of the contemplated corporate transaction) and (b) determinationsas to whether the relevant agreement for the corporate transaction provides forthe assumption or substitution of options. All actions taken and all interpretations and determinations made by theCommittee in good faith shall be final and binding upon the Optionee, theCompany and all other interested persons. No member of the Committee shall be personally liable for any action,determination or interpretation made in good faith with respect to the 2004Plan or the Option.  In its absolutediscretion, the Board may at any time and from time to time exercise any andall rights and duties of the Committee under the 2004 Plan and these standardterms and conditions.

 

SECTION 5.2 - OPTION NOT TRANSFERABLE

 

Neither the Option nor any interest or right thereinor part thereof shall be liable for the debts, contracts or engagements of theOptionee or his successors in interest or shall be subject to disposition bytransfer, alienation, anticipation, pledge, encumbrance, assignment or anyother means whether such disposition be voluntary or involuntary or byoperation of law by judgment, levy, attachment, garnishment or any other legalor equitable proceedings (including bankruptcy), and an attempted dispositionthereof shall be null and void and of no effect; *provided,however*, that this Section 5.2 shall not prevent transfers bywill or by the applicable laws of descent and distribution.

 

SECTION 5.3 - CONFIDENTIALITY ANDNON-DISPARAGEMENT

 

Each Optionee hereby agrees to maintain in confidenceand not disclose or use, either during or after the term of his or heremployment without the prior express written consent of the Company, anyproprietary or confidential information or know-how belonging to the Company (“ProprietaryInformation”), whether or not it is in written or permanent form, except to theextent required to perform duties on behalf of the Company in his or hercapacity as an Employee or Consultant. Proprietary Information refers to any information, not generally knownin the relevant trade or industry, which was obtained from the Company or whichwas learned, discovered, developed, conceived, originated, or prepared by theOptionee in the scope of Employment or Service. Such Proprietary Information includes, but is not limited to, software,technical and business information relating to the Company’s inventions orproducts, research and development, production processes, manufacturing andengineering processes, machines and equipment, finances, customers, marketing,production, future business plans, personnel information, and any otherinformation which is identified as confidential by the Company.  The Company considers all such ProprietaryInformation to be its trade secrets. Upon Termination of Employment or Service or at the request of Optionee’ssupervisor before termination, Optionee agrees to deliver to the Company allwritten and tangible material in his or her possession incorporating theProprietary Information or otherwise relating to the Company’s business.  These obligations with respect to ProprietaryInformation extend to information belonging to customers and suppliers of theCompany who may have disclosed such information to the Optionee.

 

 

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The Optionee further agrees not, either orally or inwriting, to speak critically or negatively about the Company, or its past,present, or future officers, directors, or employees, whether by expressing hisor any other person’s opinion, or by speaking in any other manner whatsoeverthat would reasonably be expected to result in the Company, or its past,present, or future officers, directors, or employees being viewed by anotherperson in a false or negative light.  TheOptionee also agrees not to make any comments of a denigrating or disparagingnature about any of the Company’s products, goods, or services.

 

SECTION 5.4 - AGREEMENT NOT TO SOLICIT EMPLOYEES

 

In order to remain eligible for the Option, Optioneeagrees that during Employment or Service and for a period of two years afterTermination of Employment or Service he or she will not solicit any employeesof the Company or any Subsidiary for purposes of providing services to oremployment with any business organization competitive with the Company or anySubsidiary.

 

SECTION 5.5 — SHARES TO BE RESERVED

 

The Company shall at all times during the term of theOption reserve and keep available such number of Shares as will be sufficientto satisfy the requirements of the Option.

 

SECTION 5.6 - NOTICES

 

Any notice to be given under the terms of these standardterms and conditions to the Company shall be addressed to the Company in careof its Secretary, and any notice to be given to the Optionee shall be addressedto him at the address given beneath his name on the Option Agreement.  By notice given pursuant to this Section 5.6,either party may hereafter designate a different address for notices to begiven to him.  Any notice which isrequired to be given to the Optionee shall, if the Optionee is then deceased,be given to the Optionee’s personal representative if such representative haspreviously informed the Company of his status and address by written noticeunder this Section 5.6.  Any noticeshall be deemed duly given when enclosed in a properly sealed envelope orwrapper addressed as aforesaid, deposited (with postage prepaid) in a postoffice or branch post office regularly maintained by the United States PostalService.

 

SECTION 5.7 - TITLES

 

Titles are provided herein for convenience only andare not to serve as a basis for interpretation or construction of the Option orthese standard terms and conditions.

 

SECTION 5.8 - CONSTRUCTION

 

The Option and these standard terms and conditionsshall be administered, interpreted and enforced under the laws of the State ofDelaware.

 

SECTION 5.9 — PLAN; OPTION DOCUMENT; AMENDMENT

 

(a)           The Option is granted pursuant to the2004 Plan and is subject to all the terms and conditions of the 2004 Plan, asthe same may be amended from time to time by the Committee in its solediscretion, and these standard terms and conditions, as they may be amendedfrom time to time by the Committee in its sole discretion.

 

(b)           The terms of the 2004 Plan, thesestandard terms and conditions and the Option Agreement together constitute the “OptionDocument” contemplated by the 2004 Plan, and the interpretation andconstruction of the Option Document by the Committee shall be final and bindingupon the Optionee.

 

(c)           The Committee may amend the OptionDocument without the consent of the Optionee; *provided,however*, that the Option Document may not be amended following aChange of Control except for any amendment (i) consented to in writing bythe Optionee or (ii) necessary to comply with applicable tax or securitieslaws or regulations.

 

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SECTION 5.10 - ARBITRATION

 

Any claim, dispute or other matter in question of anykind relating to the 2004 Plan, this Option grant or any interpretation oraction or breach relating to the foregoing shall be settled by arbitrationconducted in the English language in Menomonee Falls, Wisconsin, administeredby the American Arbitration Association in accordance with the Commercial Rules ofthe American Arbitration Association. Notice of demand for arbitration shall be made in writing to theopposing party and to the American Arbitration Association within a reasonabletime after the claim, dispute or other matter in question has arisen.  In no event shall a demand for arbitration bemade after the date when the applicable statute of limitations would bar theinstitution of a legal or equitable proceeding based on such claim, dispute orother matter in question.  The awardrendered by the arbitrator shall be final and may be entered and enforced inany court having jurisdiction thereof. In his award, the arbitrator will allocate, in his discretion, among theparties to the arbitration all costs of arbitration, including the fees of thearbitrator and reasonable attorneys’ fees, costs and expert witness expenses ofthe parties.  In rendering the award, thearbitrator shall determine the rights and obligations of the parties accordingto the substantive and procedural law of Delaware.

 

 

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