Exhibit 10.1


 


ADVISORY SERVICES AGREEMENT


 


THIS
ADVISORY SERVICES AGREEMENT (this “Agreement”) is made effective as of the 24th
day of October, 2008 (the “Effective Date”) by and between Magnetek, Inc.,
located at N49 W13650 Campbell Drive, Menomonee Falls, WI 53051 (“Magnetek” or
the “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 and
experience and Magnetek desires to obtain the benefit of such skills and
experience; 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”).


 


NOW
THEREFORE, in consideration of the premises and the covenants and provisions
contained herein, the parties agree as follows:


 


1.               Engagement.  Magnetek hereby engages Advisor to provide
the advisory services set forth in Section 2 below, and Advisor hereby
accepts the engagement and agrees to provide such advisory services in
accordance 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 be
requested by the CEO or the Board of Directors (the “Services”).  The Company and Advisor intend that the
Services shall be limited in scope and nature so as to permit the Board of
Directors to conclude that Advisor continues to qualify as an “independent
director” under the provisions of Section 303A.02 of the New York Stock
Exchange Corporate Governance Listing Standards and the Company’s guidelines.


 


3.               Reporting.  Advisor shall report to the Board of
Directors with respect to the Services provided by Advisor under this Agreement
at regularly scheduled meetings of the Board of Directors or as the Board of
Directors otherwise requests.  Except as
otherwise expressly requested by the Board of Directors, Advisor shall have no
obligation or right to report to, or consult or otherwise communicate with, any
other officer, employee or representative of the Company with respect to the
Services provided by Advisor under this Agreement.


 


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


 

















 


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


 


5.               Compensation.


 


a.               In consideration for the
Services to be provided by Advisor under this Agreement, on the Effective Date,
the Board of Directors granted to Advisor non-qualified stock options to purchase
79,165 shares of the Company’s $0.01 par value common stock (the “Stock Options”).  The Stock Options were granted to Advisor in
his capacity as a director of the Company under the Amended and Restated 1997
Non-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 a
grant date value of $100,000, as determined using the Black-Scholes model.  The Stock Options have a term of ten (10) years
from the grant date, a vesting period of one (1) year and an exercise
price of $2.09 (the fair market value of the Company’s common stock on the
grant date).  Vesting of the Stock
Options is further conditioned upon the performance of the Services by Advisor
under this Agreement.


 


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


 


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


 


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


 


9.               General.


 


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


 


b.                          This Agreement
contains the entire understanding between the parties with respect to the
subject matter hereof.  All prior
negotiations between the parties are merged into this Agreement, and there are
no understandings or agreements other than those incorporated or referred to
herein.


 


c.                           This Agreement
may not be modified except by an instrument in writing signed by both parties
and approved by the Board of Directors.


 


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d.                          It is
understood and agreed that Advisor shall be an independent contractor in
performing the Services under this Agreement and shall not be considered an
employee or executive officer of the Company. 
Further, as an independent contractor, Advisor has no authority to enter
into any contract or incur any liability on behalf of the Company  or otherwise to direct the CEO or any other officer or
employee of the Company to take or refrain from taking any action, whether or
not related to the Services.


 


e.                           This Agreement
may be executed in any number of counterparts, each of which shall be
considered an original, and all of which together shall be deemed one and the
same instrument.


 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed 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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