Exhibit 10.3


 





 


Magnetek, Inc.


 


Restricted Stock Award Agreement


(“Incentive Stock Document”)


 


FOR GOOD
AND VALUABLE CONSIDERATION, MAGNETEK, INC., a Delaware Corporation, hereby grants to the
Grantee named below, an award of restricted $0.01 par value Common Stock (the “Restricted
Stock”), upon the terms and subject to the conditions set forth in this
Restricted Stock Award Agreement (the “Agreement”).  The award is granted
pursuant to the 2004 Stock Incentive Plan of Magnetek, Inc. (the “Plan”)
and is subject to the terms and conditions of the Plan, which are incorporated
herein by reference.  In the event of any conflict between the provisions
of this Agreement and the provisions of the Plan, the terms of the Plan shall
control, except as expressly stated otherwise in this Agreement. The Committee,
as defined in the Plan, shall have the authority to interpret this Agreement
and may change or modify its terms, subject to the terms of the Plan.


 


	
  Grantee:

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  Number of Shares  Awarded:

  	
   

  	
  [Number of Shares Granted]

  
	
  *Subject
  to restrictions in  the Plan and this Agreement

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Award:

  	
   

  	
  [Date]

  
	
   

  	
   

  	
   

  
	
  Vesting:

  	
   

  	
  Your rights in and to
  the Restricted Stock shall not be vested as of the Grant Date and shall be
  subject to the forfeiture provisions set forth below unless and until
  otherwise vested pursuant to the terms of this Agreement. Provided that you
  remain continuously employed by the Company through [date], [insert
  percentage] of the Restricted Stock will vest on [insert date or vesting schedule]. There
  are no other vesting requirements for these shares.

  
	
   

  	
   

  	
   

  
	
  Restrictions:

  	
   

  	
  Until the Restricted
  Stock vests, it shall not be liable for any of your debts, contracts or
  obligations nor is it subject to transfer, sale, pledge, encumbrance,
  assignment or any other means of disposition, whether voluntary, involuntary
  or by operation of law as a result of a judgment, levy, attachment,
  garnishment or any other legal or equitable proceedings (including
  bankruptcy). Any attempted disposition of the Restricted Stock prior to
  vesting shall be null and void and of no effect; provided, however, that
  nothing in this section shall prevent a transfer by will or by the applicable
  laws of descent and distribution, except as limited by the Plan.

  



 


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  Forfeiture:

  	
   

  	
  In the event that your
  employment is terminated voluntarily or you have given notice of your intent
  to terminate your employment prior to the above vesting date, all of the
  Restricted Stock awarded to you under this Agreement will be forfeited. In
  the event your employment is involuntarily terminated prior to the above
  vesting date, all of the Restricted Stock awarded to you under this Agreement
  will be forfeited unless the Committee, in its sole and absolute discretion,
  elects to accelerate the vesting of some or all of the Restricted Stock
  awarded under this Agreement. In the event that your employment is terminated
  as a result of a “Change of Control”, as defined in Section 13.2 of the
  Plan, your rights with respect to the Restricted Stock will be subject to the
  terms of Section 13 of the Plan. [optional: and of your Change of Control Agreement].

  
	
   

  	
   

  	
   

  
	
  Stockholder Status;  Voting:

  	
   

  	
  From and after the
  Grant Date, you will be recorded as a shareholder of the Company with respect
  to the shares of Restricted Stock (whether vested or unvested) and shall have
  voting rights with respect to such shares unless and until any such shares
  are forfeited pursuant to this Agreement or transferred back to the Company.

  
	
   

  	
   

  	
   

  
	
  Dividends:

  	
   

  	
  From and after the
  Grant Date and unless and until the Shares are forfeited pursuant to this
  Agreement or otherwise transferred back to the Company, you will be entitled
  to receive all dividends and other distributions paid with respect to the
  Restricted Stock, if any. Dividends payable by the Company to public
  stockholders in cash shall, with respect to any unvested shares of Restricted
  Stock, be paid in cash on or about the date such dividends are payable to
  public stockholders, subject to any applicable tax withholding requirements.

  
	
   

  	
   

  	
   

  
	
  Transferability:

  	
   

  	
  Neither the Restricted
  Stock award, nor any interest in the award, are transferable, subject to the
  provisions of Section 11.1 of the Plan.

  



 


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  Payment of Withholding Taxes:

  	
   

  	
  If at any time the
  Company becomes obligated to withhold any amount for federal, state or local
  taxes imposed as a result of the grant of this Restricted Stock to you,
  including, without limitation, any employment tax, income tax, F.I.C.A., or
  state disability insurance (the date upon which the Company becomes so
  obligated shall be referred to herein as the “Withholding Date”), then you
  shall pay any such tax liability, in cash or by check with immediately
  available funds, to the Company on or before the Withholding Date or shall
  assign to the Company from the proceeds of any agreed upon sale of Restricted
  Stock the amount necessary to pay the tax liability. Execution of this
  Agreement constitutes your authorization and consent to the Company
  withholding the full amount of any tax liability from compensation or other
  amounts due and otherwise payable to you in the event that you do not pay the
  tax liability to the Company on or before the Withholding Date or assign to
  the Company sufficient proceeds from a sale of Restricted Stock to pay the
  tax liability and you further agree that any such withholding and payment of
  any tax liability by the Company to the relevant taxing authority shall
  constitute full satisfaction of the Company’s obligation to pay such
  compensation or other amounts to you.

   

  In addition to the
  foregoing, all or any portion of the taxes required to be withheld by the
  Company in connection with the exercise, vesting, settlement or transfer of
  any Restricted Stock award, may, at your election, be paid by the Company by
  withholding shares of the Company’s capital stock otherwise issuable or
  subject to the Restricted Stock Award, having a fair market value equal to
  the amount required or elected to be withheld or paid.  Any such election is subject to such
  conditions or procedures as may be established by the Committee and may be
  subject to disapproval by the Committee.

  
	
   

  	
   

  	
   

  
	
  Taxable Income and

  Section 83(b) Election:

  	
   

  	
  You understand that the
  taxable income recognized by you as a result of the award of Restricted Stock
  pursuant to this Agreement, and the overall tax liability and Withholding
  Date would be affected by your decision within 30 days of the Grant Date to
  make an election under Section 83(b) of the United States Internal
  Revenue Code (an “83(b) Election”). You understand and agree that it is
  your sole responsibility to decide whether to make an 83(b) Election
  with respect to the award of Restricted Stock and for properly making the
  election and filing the proper form with the relevant taxing authorities on a
  timely basis. You acknowledge and agree that you have not and will not rely
  on the Company for advice in connection with this decision and you further
  acknowledge that the Company has advised you to contact your own tax advisor
  to discuss the desirability of making an 83(b) Election with respect to
  this grant. You further agree that it is your responsibility to timely notify
  the Company of your decision and to immediately submit to the Company a
  signed copy of any 83(b) Election form that you file with respect to
  this grant of Restricted Stock and to pay applicable withholding taxes to the
  Company at the time that the 83(b) Election is filed.

  



 


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  Escrow:

  	
   

  	
  Until the Restricted
  Stock vests, the record address of the holder of record shall be “c/o the
  Secretary of Magnetek, Inc.” at the address of the Corporate Offices of
  the Company. The stock will be held in escrow in the custody of the Secretary
  of the Company and shall contain the following legend: “THE TRANSFER AND
  REGISTRATION OF TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
  ARE SUBJECT TO CERTAIN RESTRICTIONS AS PROVIDED IN A RESTRICTED STOCK
  AGREEMENT DATED AS OF [DATE] BY
  AND BETWEEN MAGNETEK, INC. AND [INSERT NAME
  OF GRANTEE]”. After the stock vests, you are entitled, provided
  you have paid any tax liability, to receive the certificate representing the
  Restricted Stock, which shall no longer contain the above legend.

  
	
   

  	
   

  	
   

  
	
  No Employment Rights:

  	
   

  	
  This Agreement does not confer upon you any right to continue in the
  employment of Magnetek, Inc. or any of its subsidiaries or affiliates,
  nor does it affect the Company’s right to terminate your employment, with or
  without cause, or confer any right upon you to participate in any welfare or
  benefit plan of the Company.

   

  



 


	
  MAGNETEK, INC.

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  	
  Name:

  
	
   

  	
  President and Chief
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  	
  Address

  
	
   

  	
  Vice President Legal
  Affairs and Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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