Exhibit 10.2
TRANSITION, SEPARATION AND COMPLETE RELEASE AGREEMENT
This Transition, Separation and Complete Release Agreement (this "Agreement") is
entered into by and between Magnetek, Inc., a Delaware corporation (the
"Company"), and David P. Reiland ("Executive").
Executive enters into this
Agreement on behalf of himself, his spouse, heirs, successors, assigns,
executors and representatives of any kind, if any.
WHEREAS, Executive's employment with the Company shall terminate on January 15,
2009 (the "Termination Date"), and the Company shall continue Executive's
current level of salary and benefits during the period between the date of this
Agreement and the Termination Date (the "Transition Period"), provided that
Executive performs the transition duties as described in this Agreement.
WHEREAS, in recognition of Executive's years of loyal service with the Company,
and to provide an incentive for Executive both to assist in the transition
process and to make the other promises contained in this Agreement, the Company
will offer Executive additional benefits as set forth in this Agreement.
WHEREAS, Executive accepts these additional benefits in return for a full
release of any claims he might have against the Company and related others, and
for the other promises contained herein.
THEREFORE, in consideration of the mutual promises and agreements made herein
and the good and valuable consideration described herein, the sufficiency of
which is hereby expressly acknowledged, the Company and Executive, intending to
be legally bound, agree as follows:
1.
NON-LIABILITY.
NEITHER THE COMPANY'S OR EXECUTIVE'S SIGNING OF
THIS AGREEMENT, NOR ANY ACTIONS TAKEN BY EITHER THE COMPANY OR EXECUTIVE TOWARD
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, CONSTITUTE AN ADMISSION BY EITHER
THE COMPANY OR EXECUTIVE THAT IT OR HE HAS ACTED IMPROPERLY OR UNLAWFULLY, OR
THAT IT OR HE HAS VIOLATED ANY STATE OR FEDERAL LAW.
2.
TRANSITION PERIOD DUTIES.
DURING THE TRANSITION PERIOD,
EXECUTIVE SHALL, TO THE REASONABLE SATISFACTION OF THE COMPANY'S CHAIRMAN OF THE
BOARD OF DIRECTORS, DILIGENTLY ASSIST WITH THE TRANSFER OF EXECUTIVE'S
RESPONSIBILITIES TO OTHER EMPLOYEES, CONSULTANTS OR THIRD-PARTY SERVICE
PROVIDERS, AND OTHERWISE ADVISE AND ASSIST THE COMPANY AS REQUESTED.
EXECUTIVE'S TRANSITION RESPONSIBILITIES MAY INCLUDE EXTENDED TRAVEL AND WORK AT
THE COMPANY'S HEADQUARTERS IN MENOMONEE FALLS, WISCONSIN, AS A GENERAL COURSE OF
BUSINESS DUTIES.
UP TO THE TERMINATION DATE, EXECUTIVE SHALL PERFORM
SUBSTANTIAL SERVICES THAT SHALL NOT AMOUNT TO LESS THAN AN AVERAGE OF THIRTY
(30) HOURS PER WEEK, INCLUDING SUCH SERVICES AS THE COMPANY MAY REQUEST IN
CONNECTION WITH THE TRANSITION.
ACCORDINGLY, EXECUTIVE SHALL NOT MAINTAIN OTHER
FULL-TIME EMPLOYMENT UNTIL AFTER THE TERMINATION DATE.
THE COMPANY SHALL
CONTINUE EXECUTIVE'S EXISTING BASE SALARY AND BENEFITS DURING THE TRANSITION
PERIOD.
UPON COMPLETION OF THE TRANSITION PERIOD, TO BE ELIGIBLE FOR THE
ADDITIONAL BENEFITS DESCRIBED IN THIS AGREEMENT, EXECUTIVE MUST EXECUTE AND
DELIVER TO THE COMPANY A SUPPLEMENTAL GENERAL RELEASE AGREEMENT, RELEASING THE
COMPANY AND RELATED OTHERS FROM ANY AND ALL CLAIMS, IN THE FORM ATTACHED TO THIS
AGREEMENT AS EXHIBIT A.
3.
SEPARATION BENEFITS.
SUBJECT TO EXECUTIVE'S STRICT COMPLIANCE
WITH THE TERMS OF THIS AGREEMENT, THE COMPANY SHALL PROVIDE THE FOLLOWING
BENEFITS: