Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - MAGNETEK, INC. | mag10-q_20091227.htm |
| EX-10.4 - EX-10.4 - MAGNETEK, INC. | magex10-4_20091227.htm |
| EX-32.1 - EX-32.1 - MAGNETEK, INC. | magex32-1_20091227.htm |
| EX-10.2 - EX-10.2 - MAGNETEK, INC. | magex10-2_20091227.htm |
| EX-31.1 - EX-31.1 - MAGNETEK, INC. | magex31-1_20091227.htm |
| EX-31.2 - EX-31.2 - MAGNETEK, INC. | magex31-2_20091227.htm |
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 Second Amended and Restated 2004 Stock Incentive Plan of
Magnetek, Inc., November 5, 2009 (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.
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[Name]
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Number
of Shares
Awarded:
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[Number of Shares
Granted]
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*Subject
to restrictions in
the
Plan and this Agreement
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Date
of Award:
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[Date]
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Vesting:
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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.
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Restrictions:
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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:
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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].
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Stockholder
Status;
Voting:
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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.
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Dividends:
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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.
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Transferability:
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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:
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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.
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Taxable
Income and
Section
83(b) Election:
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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:
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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.
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No
Employment Rights:
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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.
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MAGNETEK,
INC.
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GRANTEE
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By:
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[Name]
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Name:
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President
and Chief Executive Officer
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By:
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[Name]
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Address
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Vice
President Legal Affairs
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and
Corporate Secretary
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