Exhibit 4.2
MAGNETEK, INC.
AMENDED AND
RESTATED
1997
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
JANUARY 1, 2008
1.
Purpose of the
Plan. Under
this 1997 Non-Employee Director Stock Option Plan (the
“Director Plan”) of MagneTek, Inc., a Delaware
corporation (the “Company”), options shall be granted
to eligible persons, as set forth in Section 4, to purchase
shares of the Company’s common stock (“Common
Stock”). This Director Plan is designed to promote the
long-term growth and financial success of the Company by enabling
it to attract, retain and motivate such persons by providing for or
increasing their interest in the Company. This Plan replaces the
Non-Employee Director Stock Option Plan of the Company (the
“1995 Plan”).
2.
Effective Dates.
This Director Plan became
effective on April 22, 1997. Options may not be granted
subsequent to (a) September 30, 2010 or
(b) termination of this Director Plan by the Board of
Directors of the Company (the “Board”), whichever is
earlier. However, there will be a grant on September 30, 2010
if the Director Plan has not theretofore been terminated by the
Board pursuant to the foregoing clause (b).
3.
Plan
Operation. To
the extent that any questions of interpretation arise hereunder,
these shall be resolved by the Board.
4.
Eligible Persons.
The persons eligible to
receive a grant of non-qualified stock options hereunder are any
Director of the Board who on the date of said grant is not an
employee of the Company or a subsidiary of the Company (a
“Qualifying Director”).
5.
Stock
Subject to Director Plan. The maximum number of shares that may be
subject to options granted hereunder shall be 1,150,000 shares of
Common Stock, subject to adjustments under Section 6, of which
448,000 shares are being transferred from the 1995 Plan. Shares of
Common Stock subject to the unexercised portions of any options
granted under this Director Plan which expire, terminate or are
forfeited or cancelled may again be subject to options under this
Director Plan.
6.
Adjustments.
In the event that the
outstanding shares of Common Stock of the Company are hereafter
changed into or exchanged for a different number or kind of shares
or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, spin-off, stock dividend or
combination of shares, appropriate adjustments shall be made in the
number and kind of shares: (a) that may be subject to options
granted under this Director Plan; (b) as to which options may
thereafter be granted or issued under this Director Plan and
(c) for which options then outstanding under this Director
Plan may thereafter be exercised. Any such adjustments in
outstanding options shall be made without changing the aggregate
exercise price applicable to the unexercised portions of such
options.
7.
Stock Options.
(a)
Upon initial election or
appointment of any director to the Board or upon a continuing
director becoming a Non-Officer Qualifying Director, such
Non-Officer Qualifying Director will receive an option to purchase
7,500 shares of the Company’s Common Stock pursuant to the
terms and conditions described in this Section 7. In
addition, Non-Officer Qualifying Directors will be automatically
granted, on an annual basis, a non-qualified stock option to
purchase 7,500 shares of the Company’s Common Stock on the
last business day of the Company’s fiscal year ending after
the initial grant of such Non-Officer Qualifying Director’s
7,500 share option pursuant to this Section 7. Each
option granted pursuant to this Section 7(a) will have a
term of ten years and shall become exercisable as follows: options
with respect to 50% of the shares one year after the date of grant
and options with respect to the remaining 50% of the shares two
years after the date of grant.
1
(b) The Board
may from time to time, in its absolute discretion, grant
non-qualified stock options to Qualifying Directors. Each option
granted pursuant to this Section 7(b) will have a term of
ten years unless otherwise specified by the Board, and the Board
shall, in its absolute discretion, determine the exercisability and
other provisions of such option.
(c) The per
share exercise price of options granted under this Director Plan
will be the fair market value of a share of the Company’s
Common Stock on the date of grant (the “Fair Market
Value”), defined as (i) the mean between the highest and
lowest sales prices of a share of the Company’s stock on the
principal exchange on which shares of the. Company’s stock
are then trading, if any, on such determination date, or, if shares
were not traded on such date, then on the next preceding trading
day during which a sale occurred, as such prices are quoted in The
Wall Street Journal; or (ii) if such stock is not traded on an
exchange but is quoted on NASDAQ or a successor quotation system,
(1) the mean between the highest and lowest sales prices (if
the stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the
stock on such determination date as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not
publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and
asked pric
