BE
OBLIGATED TO PAY TO THE OTHER PARTY, IN ADDITION TO ANY DAMAGES AND OTHER RELIEF
AWARDED, AN AMOUNT EQUAL TO THE REASONABLE ATTORNEY'S FEES AND COSTS INCURRED TO
ENFORCE THE AGREEMENT.
15.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
BETWEEN THE COMPANY AND EXECUTIVE AND SUPERSEDES ALL PRIOR ORAL AND WRITTEN
AGREEMENTS BETWEEN THE PARTIES, EXCEPT AS PROVIDED HEREIN, INCLUDING, WITHOUT
LIMITATION, THE CHANGE OF CONTROL AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE
AND ANY OTHER PREVIOUS LETTERS OR AGREEMENTS REGARDING COMPENSATION, BENEFITS OR
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
THIS AGREEMENT CANNOT BE AMENDED OR
MODIFIED, EXCEPT IN WRITING SIGNED BY EXECUTIVE AND AN AGENT OF THE COMPANY
SPECIFICALLY AUTHORIZED TO SIGN ON BEHALF OF THE COMPANY IN THIS MATTER.
16.
SEVERABILITY.
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.
17.
SIGNATURES.
THIS AGREEMENT, OR ANY AMENDMENT HERETO, MAY BE
SIGNED IN ANY NUMBER OF COUNTERPARTS, INCLUDING COUNTERPARTS SIGNED AND
DELIVERED BY FAX TRANSMISSION, EACH OF WHICH SHALL BE AND DEEMED AN ORIGINAL,
BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AGREEMENT (OR AMENDMENT AS
THE CASE MAY BE).
6
EXECUTIVE FULLY UNDERSTANDS THE MEANING AND INTENT OF THIS AGREEMENT AND ITS
FINAL AND BINDING EFFECT ON HIM.
[Signature page follows]
7
IN WITNESS WHEREOF, Executive and the Company, by its duly authorized agent,
have each placed their signatures on the dates indicated below.
/s/ David P. Reiland
Date:
October 30, 2008
David P. Reiland
MAGNETEK, INC.
By:
/s/ Mitchell I. Quain
Date:
January 5, 2009
Its: Chairman, Mitchell I. Quain
8
EXHIBIT A
SUPPLEMENTAL GENERAL RELEASE AGREEMENT
This Supplemental General Release Agreement (this "Release") is entered into by
and between Magnetek, Inc., a Delaware corporation (the "Company"), and David P.
Reiland ("Executive").
Executive enters into this Release on behalf of himself,
his spouse, heirs, successors, assigns, executors and representatives of any
kind, if any.
WHEREAS, Executive's employment with the Company has terminated, and Executive
desires to be eligible for the benefits of the Transition, Separation and
Complete Release Agreement executed by Executive and the Company on January 5,
2009 (the "Transition Agreement").
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 RELEASE, NOR ANY ACTIONS TAKEN BY EITHER THE COMPANY OR EXECUTIVE TOWARD
COMPLIANCE WITH THE TERMS OF THIS RELEASE, 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.
MUTUAL COMPLETE RELEASES.
A.
EXECUTIVE HEREBY RELEASES AND FOREVER DISCHARGES THE COMPANY, ITS RELATED
AND AFFILIATED ENTITIES, AND ITS AND THEIR PAST AND