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EXHIBIT 10.2
FIRST AMENDMENT TO THE
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OF MAGNETEK, INC.
The Corporation hereby adopts this amendment to the 1997
Non-Employee Director Stock Option Plan of MagneTek, Inc. (the "Plan")
pursuant to Section 10 of the Plan, as of this 26th day of July, 2000 as
follows:
Section 7(a) of the Plan is hereby amended and restated in its
entirety to read as follows:
"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."
