Exhibit 10.1
ADVISORY SERVICES AGREEMENT
THIS ADVISORY SERVICES AGREEMENT
(this “Agreement”) is made effective as of the 24th day
of October, 2008 (the “Effective Date”) by and between
Magnetek, Inc., located at N49 W13650 Campbell Drive,
Menomonee Falls, WI 53051 (“Magnetek” or the
“Company”), and David A. Bloss, Sr.
(“Advisor”).
WHEREAS, Advisor, a member of the
Company’s Board of Directors (the “Board of
Directors”), possesses certain management, executive officer
and operations skills and experience and Magnetek desires to obtain
the benefit of such skills and experience; and
WHEREAS, Advisor desires to make
himself available to provide direction, mentoring, guidance and/or
advice to the Chief Executive Officer of the Company (the
“CEO”).
NOW THEREFORE, in consideration of
the premises and the covenants and provisions contained herein, the
parties agree as follows:
1.
Engagement
. Magnetek hereby engages
Advisor to provide the advisory services set forth in
Section 2 below, and Advisor hereby accepts the engagement and
agrees to provide such advisory services in accordance with the
terms and provisions of this Agreement.
2.
Advisory Services
. Advisor shall provide such
direction, mentoring, guidance and/or advice to the CEO as may from
time to time be requested by the CEO or the Board of Directors (the
“Services”). The Company and Advisor intend that
the Services shall be limited in scope and nature so as to permit
the Board of Directors to conclude that Advisor continues to
qualify as an “independent director” under the
provisions of Section 303A.02 of the New York Stock Exchange
Corporate Governance Listing Standards and the Company’s
guidelines.
3.
Reporting . Advisor shall report to the Board of
Directors with respect to the Services provided by Advisor under
this Agreement at regularly scheduled meetings of the Board of
Directors or as the Board of Directors otherwise requests.
Except as otherwise expressly requested by the Board of Directors,
Advisor shall have no obligation or right to report to, or consult
or otherwise communicate with, any other officer, employee or
representative of the Company with respect to the Services provided
by Advisor under this Agreement.
4.
Commitment
. Advisor shall devote such
time as is required to effectively provide the Services and shall
be reasonably available to meet in person with the CEO or the Board
of Directors at
