8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

November 24, 2004 Date of Report (Date of earliest event reported)

Woodhead Industries, Inc. (Exact name of registrant as specified in its charter)

Delaware	0-5971	36-1982580
(State or other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification Number)

3 Parkway North, Suite 550, Deerfield, IL 60035 (Address of principal executive offices) (Zip Code)

847-236-9300 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

On November 24, 2004, Woodhead Industries, Inc. entered into a non-compete agreement with Robert H. Fisher, the Company’s Vice President Finance and Chief Financial Officer in connection with the grant to Mr. Fisher of a special long-term incentive award. Mr. Fisher was awarded 14,000 restricted shares of Woodhead industries Inc. Common Stock for his ongoing involvement in the Company’s strategic shift and for his agreement not to compete with the Company for a period of twelve months following any voluntary or “for cause” termination of his employment with the Company.

The foregoing summary of the special award and the non-compete agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the text of those documents. A copy of the special award and the agreement are attached hereto as exhibits 10.1 and 10.2, respectively and is incorporated by reference into this Item 1.01.

Item 9.01.    Financial Statements, Pro Forma Financial Information and Exhibits.

          (c) Exhibits.

Exhibit Number

10.1      Robert H. Fisher — Special Long-Term Incentive Award
10.2      Key Employee Non-Compete Agreement

SIGNATURE

Under the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 this report was signed on behalf of the Registrant by the authorized person below.

WOODHEAD INDUSTRIES, INC.

Date: December 1, 2004

BY: /s/ Robert H. Fisher

Robert H. Fisher
Vice President, Finance and C.F.O.
(Principal Financial Officer)

EX-10.1

Exhibit 10.1

November 24, 2004

Mr. Robert H. Fisher

Subject: Special Long-Term Incentive Award

Dear Bob:

The Human Resources Committee has designated you to receive a special long-term incentive award designed to encourage continued support through Woodhead’s reorganization. The Company views your ongoing involvement in the strategic shift of Woodhead as critical to the future success of the business. This award is contingent upon your agreeing to a non-compete agreement more fully described below and will consist of a restricted share award.

Restricted Shares

This special award is a grant of 14,000 restricted shares of Woodhead Industries, Inc. Common Stock in accordance with the terms of the 1996 Stock Awards Plan (the “Plan”). One third of the restricted shares will vest in January 2010, 2 trading days after Woodhead’s quarterly earnings press release (following the trading “blackout” period for the FY10 1^st quarter earnings release); 1/3 of the shares will vest following the “blackout” period in April 2010; and the final 1/3 will vest following the “blackout” period in July 2010.

Unvested restricted shares are nontransferable (i.e., they may not be sold, assigned, or pledged) and are subject to the forfeiture provisions contained in Section 6 of the Plan. Except for the restrictions and forfeiture provisions in the Plan, and the restrictions contained herein, from the date of grant you will have all the rights of a holder of the Company’s Common Stock (including voting and receiving dividends).

Under the current Internal Revenue Code, at the time of vesting of the restricted shares, you will recognize taxable compensation income at the full fair market value of the shares on the vesting date. The Company is currently required to withhold taxes at the rate of 25% of the full fair market value of the shares within 10 days of vesting. Alternatively, you may elect to have the grant taxed as compensation income on the date of grant. If the shares are subsequently forfeited, however, you will not be entitled to a deduction (i.e., the taxes paid are not recoverable). Upon the sale of these shares, the difference between the selling price and the tax basis of the shares will be treated as a capital gain or loss. Any dividends paid on the restricted shares will be treated as compensation income. For a discussion of the federal income tax consequences on the grant, exercise and sale of the above-mentioned shares, please refer to the prospectus filed with the Securities and Exchange Commission on the Plan and any updating material included in subsequent Proxy Statements.

Non-Compete Agreement

This award is contingent upon your signing a non-compete agreement, which is presented in conjunction with this letter. The agreement stipulates that upon voluntary termination of

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employment by you or termination for cause by the Company, for a period of twelve (12) months following such termination, you shall not engage or participate in any business which “competes” with the Company and you may not “recruit” any person who is then an employee of the Company for the purpose of leaving his/her employment and joining you in the pursuit of any business activity.

Furthermore, nothing in this award or the non-compete agreement shall be construed as interfering with or limiting, in any way, the right of the Company or any of its subsidiaries to terminate your employment at any time, nor confer upon you any right to continue in the employ of the Company or any subsidiary for any period of time.

By signing the duplicate copies of this letter and the non-compete agreement and by returning such copies to Robert J. Tortorello, you indicate your acceptance of the restricted shares and the option grant and your agreement to be bound by the terms of the Plan, the terms of this letter and the non-compete agreement.

You are reminded that your disposition of any shares of Woodhead Industries, Inc. stock may be subject to SEC Rule 144, so before engaging in any such transaction you must pre-clear that transaction with the Company’s general counsel.

Sincerely,

WOODHEAD INDUSTRIES, INC.

/s/ Robert J. Tortorello
Robert J. Tortorello
Vice President

Accepted and agreed to as of the date of this letter.

/s/ Robert H. Fisher

Robert H. Fisher

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EX-10.2

Exhibit 10.2

        THIS KEY EMPLOYEE NON-COMPETE AGREEMENT IS MADE AS OF THE 24th day of November 2004, between Woodhead Industries, Inc., (“Woodhead”) and Robert H. Fisher (“Employee”) an individual residing in Evanston, Illinois.

        WHEREAS, Employee is employed by Woodhead in a position of trust and confidence in which Employee has/(will) learned of, continue to have access to, and continue to develop confidential trade secret and other proprietary information of Woodhead; and

        WHEREAS, Woodhead desires to protect its rights in such confidential, trade secret and other proprietary information and to impose certain restrictions upon Employee’s ability to compete with the business of Woodhead and its subsidiaries; and

        WHEREAS, Woodhead has offered Employee a special long-term incentive award in consideration of and contingent upon Employee’s agreeing to protect Woodhead’s rights in such confidential, trade secret and other proprietary information and to impose certain restrictions upon Employee’s ability to compete with Woodhead’s or any of its subsidiaries’ businesses;

        NOW THEREFORE, Woodhead and Employee, in consideration of Woodhead’s special long-term incentive offer to Employee, intending to be legally bound, agree as follows:

1. POSITION AND RESPONSIBILITIES

        1.1.        Employee will, to the best of Employee’s ability, devote Employee’s full time and best efforts to the performance of Employee’s duties hereunder and to the business and affairs of Woodhead and its subsidiaries.

        1.2.        Employee will duly, punctually and faithfully perform and observe any and all rules and regulations that Woodhead and its subsidiaries may now or shall hereafter establish governing the conduct of their business.

2. EMPLOYMENT

        Employee continues to be employed as an “at-will” employee. Either Employee or Woodhead may terminate Employee’s employment for any reason, or for no reason. Nothing in this Agreement shall be construed as interfering with or limiting, in any way, the right of Woodhead or any of its subsidiaries to terminate your employment at any time, nor confer upon Employee any right to continue in the employ of Woodhead or any of its subsidiaries for any period of time.

3. CONFIDENTIALITY

        At all times, both during your employment by Woodhead or any of its subsidiaries and after its termination, Employee will keep in strict confidence and will not disclose any confidential or proprietary information relating to the business of Woodhead, or any client, customer, or business partner of Woodhead or any of its subsidiaries, to any person or entity, or make use of any such confidential or proprietary information for Employee’s own purposes or for the benefit of any person or entity, except as may be necessary in the

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ordinary course of performing your duties as an employee of Woodhead or any of its subsidiaries.

4. POST-EMPLOYMENT ACTIVITIES

        4.1    As a result of Employee’s position with Woodhead or any of its subsidiaries, Employee will have access to significant confidential and proprietary information of Woodhead and its subsidiaries. In addition, Woodhead and Employee have agreed to certain restrictions upon Employee’s ability to compete with the business of Woodhead or any of its subsidiaries. Employee understands and acknowledges that these restrictions are fair and reasonable given, among other things, Employee’s worldwide responsibilities and the worldwide market for Woodhead’s and its subsidiaries’ products and technologies. Based on the foregoing, and in consideration thereof and of the special long-term incentive award made to Employee by Woodhead in conjunction with this Agreement, until twelve (12) months after either (a) Employee’s voluntary termination of employment or (b) termination of Employee’s employment “for cause” by Woodhead, absent Woodhead’s prior written approval, Employee will not directly or indirectly:

        (a)        engage in activities for, nor render services to, any firm or business organization which directly competes with Woodhead or any of its subsidiaries in any line of business engaged in by Woodhead or any of its subsidiaries (or which Woodhead or any of its subsidiaries has made plans to be engaged in), whether now existing or hereafter established, nor shall Employee engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization;

        (b)        solicit employees of Woodhead or any of its subsidiaries to leave its employ;

        (c)        offer or cause to be offered employment to any person who is employed by Woodhead or any of its subsidiaries at any time during the six months prior to the termination of Employee’s employment with Woodhead;

        (d)        entice, induce or encourage any of Woodhead’s or its subsidiaries’ employees to engage in any activity which, were it done by you, would violate any provision of this Section 4; or

        (e)        otherwise attempt to interfere with or disrupt the business or activities of Woodhead or any of its subsidiaries.

        4.2    For purposes of Section 4.1, the term “for cause” shall include (i) Employee’s failure or refusal to render services to Woodhead or any of its subsidiaries in accordance with Employee’s obligations under this Agreement; (ii) the commission by Employee of an act of fraud or embezzlement against Woodhead or any of its subsidiaries or the commission by Employee of any other action with the intent to injure Woodhead or any of its subsidiaries; or (iii) an act of moral turpitude by Employee which is materially detrimental to the business of Woodhead or any of its subsidiaries; or (iv) Employee’s having been convicted of a felony.

5. REMEDIES

        Employee’s duties under Section 4 shall survive termination of Employee’s employment with Woodhead. Employee acknowledges that a remedy at law for any breach

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or threatened breach by Employee of the provisions of Section 4 would be inadequate and Employee therefore agrees that Woodhead shall be entitled to injunctive relief in case of any such breach or threatened breach.

6. ASSIGNMENT

        This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors of Woodhead or any of its subsidiaries by reorganization, merger or consolidation and any assignee of all or substantially all of their business and properties, but, except as to any such successor or assignee of Woodhead or any of its subsidiaries, neither this Agreement nor any rights or benefits hereunder may be assigned by Woodhead or Employee.

7. INTERPRETATION

        In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

8. NOTICES

        Any notice which Woodhead is required or may desire to give to Employee shall be given to Employee by personal delivery or registered or certified mail, return receipt requested, addressed to Employee at the address of record with Woodhead, or at such other place as Employee may from time to time designate in writing. Any notice which Employee is required or may desire to give to Woodhead hereunder shall be given by personal delivery or by registered certified mail, return receipt requested, addressed to Woodhead at its principal office, or at such other office as Woodhead may from time to time designate in writing. The date of personal delivery or the dates of mailing any such notice shall be deemed to be the date of delivery thereof.

9. WAIVERS

        If either party shall waive any breach of any provision of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

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10. HEADINGS

        The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning hereof.

11. GOVERNING LAW

        This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of Illinois.

12. MISCELLANEOUS

        The foregoing is the entire Agreement of the parties with respect to the subject matter hereof and may not be amended, supplemented, cancelled or discharged except by written instrument executed by both parties hereto.

        WITNESS the execution hereof as of the date first above written.

Employee:	Woodhead Industries, Inc.:
/s/ Robert H. Fisher	/s/ Robert J. Tortorello
Robert H. Fisher	Robert J. Tortorello
Vice President & CFO	Vice President, General Counsel
11/24/2004	11/24/2004
Date	Date