SPECIAL OWNERSHIP OPTION PROGRAM
BRIAN DUNDON
TERM: 10 year non-qualified stock option.
VESTING: Dependent on meeting individual ownership target.
Option vests 100% between 24 and 36 months after grant
when target is met.
If 36 months pass without target being achieved, the
option doesn't vest until 7 years after grant date.
OWNERSHIP: Shares counted as ownership include:
Restricted shares not yet vested
- 401K purchases
- Deferral Investment Plan and Deposits in Stock
- Outright market purchases
Note: Shares acquired through option exercise of
grants made after 1989 do not count.
OWNERSHIP TARGET: Ownership target equals 90% of shares derived from
table below:
-----------------------------------------------------------
Years as
an Officer Target Ownership as a Multiple of Base Salary
-----------------------------------------------------------
10+ 2.0 2.5 3.0 3.5
5 to 9 1.0 1.5 2.0 2.5
0-4 0.5 1.0 1.5 2.0
--- --- --- ---
LESS THAN $150,000 $151,000 to $201,000 to GREATER THAN
$200,000 $250,000 $250,000
If current ownership shortfall has a value less than .9X
base salary, then the target is raised so that the Delta
is .9X base salary.
At least 1/4 of shares acquired to meet the goal must come
from outright market purchases.
INDIVIDUAL TARGET: Your individual target summary:
Total Target Current Shortfall Outright Purchase
Ownership Ownership to Acquire Requirement
------------ --------- ---------- -----------------
152,608 133,987 18,621 4,655
MAGNETEK, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, MAGNETEK, INC., a Delaware
corporation, hereby irrevocably grants to the Optionee named below the
non-qualified stock option (the "Option") to purchase any part or all of the
specified number of shares of its $0.01 par value Common Stock upon the terms
and subject to the conditions set forth in this Agreement, at the specified
purchase price per share without commission or other charge. The Option is
granted pursuant to the plan specified below (the "Plan") and the Standard
Terms and Conditions promulgated under such Plan. The terms of the Plan and
such Standard Terms and Conditions are hereby incorporated herein by
reference and made a part of this Agreement. The Committee shall have the
power to interpret this Agreement.
The Plan: Second Amended and Restated 1989 Incentive Stock
Compensation Plan of MagneTek, Inc.
Name of Optionee: Brian R. Dundon
Social Security Number: ###-##-####
Number of Shares covered
by Option (subject to
lapse provisions and
other limitations on
exercisability in
accordance with the
terms of the Plan): 15,000
Purchase Price Per Share: $13.8125
Minimum Number of Shares
Per Partial Exercise: 100 Shares
The Option shall become Except as provided in the following paragraph, the
exercisable as follows: Option shall become fully exercisable
as of January 27, 2004.
In the event the Ownership Target in the Special
Ownership Option Program provided to Optionee by
letter is satisfied prior to January 27, 2000,
the Option shall become fully exercisable on the
later of (i) January 27, 1999 and (ii) the date,
prior to January 27, 2000, on which such Ownership
Target is so satisfied.
Date of this Agreement (grant date): January 27, 1997
MAGNETEK, INC. ________________________________________
Optionee Signature
Address (please print):
By ____________________________ ________________________________________
By ____________________________ ________________________________________
________________________________________