RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
SECOND AMENDED AND RESTATED
1989 INCENTIVE STOCK COMPENSATION PLAN
OF MAGNETEK, INC.
This Restricted Stock Agreement (this "Agreement") is made and
entered into as of the Date of Award indicated below by and between MagneTek,
Inc., a Delaware corporation (the "Company"), and the person named below as
Employee.
WHEREAS, Employee is an employee of the Company and/or one or more
of its subsidiaries; and
WHEREAS, pursuant to the Company's second Amended and Restated 1989
Incentive Stock Compensation Plan (the "Plan"), the committee of the Board of
Directors of the Company administering the Plan (the "Committee") has
approved the award to Employee of the right to purchase shares of the Common
Stock, par value $.01 per share, of the Company (the "Common Stock"), on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. AWARD; CERTAIN TERMS AND CONDITIONS. The Company hereby
awards to Employee, and Employee hereby accepts, as of the Date of Award, the
right to purchase the number of shares of Common Stock indicated below (the
"Restricted Shares") for the Cash Purchase Price per share indicated below
(which shall be equal to at least $.01). The aggregate Cash Purchase Price
shall be paid to the Company promptly following the Date of Award. The
Restricted Shares shall be subject to all of the terms and conditions set
forth in this Agreement, including the restrictions imposed pursuant to
Section 3 hereof; provided, however, that on the first anniversary of the
Date of Award, such restrictions shall terminate in all respects (the
termination of such restrictions with respect to any Restricted Share, for
any reason, shall be referred to herein as the "vesting" of such share).
Employee: [NAME]
Date of Award: [DATE]
Number of shares purchasable: [QUANTITY]
Cash Purchase Price per share: $.01
2. CONSIDERATION FOR SHARES; METHOD OF PAYMENT.
(a) The consideration for the issuance and sale of Restricted
Shares contemplated hereby may include, in addition to the Cash Purchase
Price per share indicated in Section 1 hereof, consideration in the form of
past services to the Company and/or one or more of its subsidiaries.
(b) The aggregate Cash Purchase Price shall be paid to the Company
in cash or by check payable to the Company. Upon payment to the Company in
full of the aggregate Cash Purchase Price as provided herein, Employee shall
be deemed to have purchased the Restricted Shares effective as of the Date of
Award, and shall be the holder of record.
3. RESTRICTIONS. Until a Restricted Share vests, it shall not be
liable for the debts, contracts or engagements of Employee or successors in
interest nor subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition
be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null
and void and of no effect.
4. ACCELERATION OF VESTING.
(a) ACCELERATION OF VESTING BY COMMITTEE. The Committee, in its
sole discretion, may accelerate the vesting of any or all of the Restricted
Shares at any time and for any reason.
(b) CERTAIN EVENTS CAUSING ACCELERATION OF VESTING.
Notwithstanding anything to the contrary in this Agreement, the Restricted
Shares shall become fully vested immediately prior to the consummation of any
of the following events:
(i) the liquidation of the Company;
(ii) a merger or consolidation of the Company with or into
another corporation not effected solely to reincorporate the Company in a
different state;
(iii) the acquisition by another corporation or person of 40%
or more of the Company's then outstanding voting stock not effected solely to
reincorporate the Company in a different state; or
(iv) the acquisition by another corporation or person of all
or substantially all of the Company's assets.
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(c) ACCELERATION UPON NORMAL RETIREMENT, ETC. Notwithstanding
anything to the contrary in this Agreement, the Restricted Shares shall
become fully vested immediately upon the Employee's normal retirement, death,
total disability or (with the consent of the Committee) early retirement.
5. REPURCHASE OF RESTRICTED SHARES. Notwithstanding anything to
the contrary in this Agreement, if Employee shall cease to be employed by the
Company, a Parent Corporation or a Subsidiary for any reason other than
Employee's normal retirement, death, total disability or (with the consent of
the Committee) early retirement, then, unless the Committee shall determine
otherwise, the Company shall repurchase each then unvested Restricted Share
at a purchase price equal to the Cash Purchase Price per share.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes
obligated to withhold an amount on account of any federal, state or local tax
imposed as a result of the sale of the Restricted Shares to Employee pursuant
to this Agreement or the termination of the restrictions imposed upon the
Restricted Shares hereunder, including, without limitation, any federal,
state or other income tax, or any F.I.C.A., state disability insurance tax or
other employment tax (the date upon which the Company becomes so obligated
shall be referred to herein as the "Withholding Date"), then Employee shall
pay such amount (the "Withholding Liability") to the Company on the
Withholding Date in cash or by check payable to the Company. Employee hereby
consents to the Company withholding the full amount of the Withholding
Liability from any compensation or other amounts otherwise payable to
Employee if Employee does not pay the Withholding Liability to the Company on
the Withholding Date, and Employee agrees that the withholding and payment of
any such amount 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 Employee.
7. TAXABLE INCOME AND SECTION 83(b) ELECTION. Employee
understands that the taxable income recognized by Employee as a result of the
award of Restricted Shares hereunder, and the Withholding Liability and
Withholding Date with respect thereto, would be affected by a decision by
Employee to make an election under Section 83(b) of the Internal Revenue Code
(an "83(b) Election") with respect to the Restricted Shares within 30 days of
the Date of Award. Employee understands and agrees that he or she will have
the sole responsibility for determining whether to make an 83(b) Election
with respect to the Restricted Shares, and for properly making such election
and filing the election with the relevant taxing authorities on a timely
basis. Employee will not rely on the Company for any advice in connection
with the decision whether to make, or procedures for making, the 83(b)
Election, and acknowledges that the Company has urged Employee to consult
Employee's own tax advisor with respect to the desirability of and procedures
for making an 83(b) Election with respect to the Restricted Shares. Employee
agrees
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to submit to the Company a copy of any 83(b) Election with respect to the
Restricted Shares immediately upon filing such election with the relevant
taxing authority.
8. ESCROW.
(a) Until a Restricted Share vests, (i) the record address of the
holder of record of such Restricted Share shall be c/o the Secretary of the
Company at the address of the Company's principal executive office, (ii) the
stock certificate representing such Restricted Share shall be held in escrow
in the custody of the Secretary of the Company, duly endorsed in blank or
accompanied by a duly executed stock powers, and (iii) such stock certificate
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 THE CORPORATION AND [NAME]."
(b) From and after the date upon which a Restricted Share vests,
the holder of record of such Restricted Share shall be entitled (provided
that Employee shall have paid the Withholding Liability to the Company
pursuant to Section 6 hereof) to receive the stock certificate representing
such Restricted Share, which stock certificate shall not contain the legend
set forth in subsection (a)(iii) above.
9. VOTING: DIVIDENDS. The holder of record of any Restricted
Share shall be entitled to exercise all voting rights with respect to such
share and to receive all dividends or distributions paid or made with respect
thereto.
10. PLAN. The Restricted Shares are being sold pursuant to the
Plan, as in effect on the Date of Award, and are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time;
provided, however, that no such amendment shall deprive Employee, without his
or her consent, of the Restricted Shares or of any of Employee's rights under
this Agreement. Capitalized terms used without definition herein have the
meanings ascribed to them in the Plan. The interpretation and construction
by the Committee of the Plan, this Agreement and such rules and regulations
as may be adopted by the Committee for the purpose of administering the Plan
shall be final and binding upon Employee. Until the Restricted Shares shall
vest or be forfeited, the Company shall, upon written request therefor, send
a copy of the Plan, in its then current form, to the holder of record of the
Restricted Shares.
11. EMPLOYMENT RIGHTS. No provision of this Agreement shall (a)
confer upon Employee any right to continue in the employ of the Company or
any of its affiliates, (b) affect the
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right of the Company or any of its affiliates to terminate the employment of
Employee, with or without cause, or (c) confer upon Employee any right to
participate in any employee welfare or benefit plan or other program of the
Company or any of its affiliates other than the Plan. EMPLOYEE HEREBY
ACKNOWLEDGES AND AGREES THAT THE COMPANY OR ANY OF ITS AFFILIATES MAY
TERMINATE THE EMPLOYMENT OF EMPLOYEE AT ANY TIME AND FOR ANY REASON, OR FOR
NO REASON, UNLESS EMPLOYEE AND THE COMPANY OR ANY OF ITS AFFILIATES ARE
PARTIES TO A WRITTEN EMPLOYMENT AGREEMENT OR LETTER THAT EXPRESSLY PROVIDES
OTHERWISE.
12. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Tennessee.
IN WITNESS WHEREOF, the Company and Employee have duly executed
this Agreement as of the Date of Award.
MAGNETEK, INC.
By:
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[NAME]
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Signature
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