<PAGE>
NORTEK, INC.
Second Amended and Restated
Change in Control Severance Benefit
Plan for Key Employees
Effective Date: August 27, 2004
This
Second Amended and Restated Change in Control Severance Benefit
Plan
for Key Employees (this "Plan") amends and
restates the Nortek, Inc. Change in
Control Severance Benefit Plan for Key
Employees As Amended and Restated June
12, 1997 (the "First Amended Plan") as of
the Effective Date.
Nortek,
Inc. (the "Company") desires to assure that it and its
subsidiaries (the "Employer") will have the
benefit of the continued service and
experience of certain of their key
employees designated as hereinafter provided
("Employees," or individually, the
"Employee") and to assure Employer and the
Employee of the continuity of management of
the Company and the Employer in the
event of any actual or threatened change in
control of the Company and adopts
this Plan to provide such assurances.
1.
Effective Date. The Effective Date shall occur on the date of
and
immediately following the Acquisition, as
defined herein. THL Buildco Holdings,
Inc. and THL Buildco, Inc., companies
affiliated with Thomas H. Lee Partners,
L.P., having entered into a stock purchase
agreement on July 15, 2004 with
affiliates of Kelso & Company, L.P. and
certain other parties (the "Stock
Purchase Agreement"), pursuant to which THL
Buildco, Inc. agreed to purchase all
the outstanding capital stock of the
then-existing Nortek Holdings, Inc. ("Prior
Holdings"), there subsequently occurred the
Closing, as defined in the Stock
Purchase Agreement, and immediately
thereafter (A) THL Buildco, Inc. merged with
and into Prior Holdings and Prior Holdings
merged with and into Nortek, with
Nortek continuing as the surviving
corporation, and (B) THL Buildco Holdings,
Inc. became the new parent company of
Nortek and was renamed "Nortek Holdings,
Inc.," which acquisition by THL Buildco,
Inc. and the related mergers are
collectively referred to hereinafter as the
"Acquisition."
2.
Designated Employees. Employees entitled to participate in the
Plan
shall be those designated from time to time
by the Board of Directors of the
Company or its designees.
3.
Agreement of Employees. Designated Employees in order to
participate in
the Plan must enter into written agreements
with Employer with respect to
participation in the Plan in a form
prescribed by Employer, which need not be
the same for all such Employees and which
may provide for reduced benefits or
less favorable terms than are provided for
in this Plan generally and which
shall contain, among other things, the
agreement of such Employees that in the
event any person ("Person"), as that term
is defined or used in Sections 13(d)
or 14(d)(2) of the Securities Exchange Act
of 1934 ("Exchange Act"), begins a
tender or exchange offer, solicitation of
proxies from the Company's security
holders or takes other actions to effect a
Change in Control (as hereinafter
defined), such Employee will not
voluntarily terminate his
<PAGE>
employment with Employer until such Person
has abandoned or terminated such
efforts to effect a Change in Control or
until a Change in Control has occurred.
4. Change
in Control. For purposes of this Plan, a "Change in Control"
shall be deemed to have occurred if and
when
(a) There occurs any event or series of events that would be
required
to be reported as a change in control in response to Item 5.01
on
a Form 8-K
filed by the Company under the Exchange Act or in any other
filing by
the Company with the Securities and Exchange Commission
(assuming
for this purpose that the Company is required to make filings
with the
Securities and Exchange Commission pursuant to the Exchange
Act)
unless the
Person acquiring control is or is an affiliate of such
Employee;
or
(b) The Company executes an agreement of acquisition, merger or
consolidation which
contemplates that after the effective date provided
for in the
agreement, all or substantially all of the business and/or
assets of
the Company shall be controlled by another corporation or other
entity;
provided, however, for purposes of this paragraph (b) that (i)
if
such an
agreement requires as a condition precedent approval by the
Company's
shareholders of the agreement or transaction, a Change in
Control
shall not be deemed to have taken place unless and until such
approval
is secured and (ii) if the voting shareholders of such other
corporation or entity shall, substantially after such effective
date, be
substantially the same as the voting shareholders of the
Company
immediately prior to such effective date, the execution of such
agreement
shall not,
by itself, constitute a "Change in Control"; or
(c) Any Person which does not include the Employee or any
affiliate
of the
Company as of the Effective Date becomes the beneficial owner,
directly
or indirectly (either as a result of the acquisition of
securities
or as the result of an arrangement or understanding, including
the
holding of proxies, with or among security holders), of securities
of
the
Company representing 25% or more of the votes that could then be
cast
in an
election for members of the Company's Board of Directors unless
within 15
days of being advised that such ownership level has been
reached, a
majority of the Continuing Directors then in office adopts a
resolution
approving the acquisition of that level of securities ownership
by such
Person; or
(d) During any period of 24 consecutive months, commencing after
the
Effective Date, individuals
who at the beginning of such 24-month period
were
directors of the Company shall cease to constitute at least a
majority
of the Company's Board of Directors, unless the election of
each
director
who was not a director at the beginning of such period has been
approved
in advance by directors representing at least two thirds of (i)
the
directors then in office who were directors at the beginnin
