2012.5.4. 8-K S. Plan

0000038725-12-000068.txt : 20120504 0000038725-12-000068.hdr.sgml : 20120504 20120504095418 ACCESSION NUMBER: 0000038725-12-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20120504 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120504 DATE AS OF CHANGE: 20120504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRIC CO INC CENTRAL INDEX KEY: 0000038725 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 350827455 STATE OF INCORPORATION: IN FISCAL YEAR END: 0725 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00362 FILM NUMBER: 12812180 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2608242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 8-K 1 a2012548-ksplan.htm FORM 8-K 2012.5.4. 8-K S. Plan

UNITED STATES

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

Date of Report (Date of earliest event reported): May 4, 2012

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)



Indiana	0-362	35-0827455
(State of incorporation)	(Commission File Number)	(IRS employer identification no.)



400 E. Spring Street
Bluffton, IN		46714
(Address of principal executive offices)		(Zip code)

(260) 824-2900

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Franklin Electric Co., Inc. 2012 Stock Plan

On May 4, 2012, the shareholders of Franklin Electric Co., Inc. (the “Company”) approved the Franklin Electric Co., Inc. 2012 Stock Plan. The Board of Directors of the Company (the “Board”) had approved the Plan on February 24, 2012 subject to shareholder approval.

The Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards and stock unit awards to key employees and non-employee directors. The purpose of the Plan is to recognize contributions made to the Company and its subsidiaries by key employees and non-employee directors and to provide them with additional incentive to expand and improve the profits of the Company and achieve the objectives of the Company.

The material terms of the Plan are:

Number of Shares of Common Stock. The number of shares of the Company's common stock that may be issued under the Plan is 1,200,000. Of these 1,200,000 shares: (i) the maximum number of shares issuable as stock options (either incentive stock options or nonqualified stock options) is 840,000; (ii) the maximum number of shares as to which a key employee may receive stock options in any calendar year is 200,000 (or 400,000 in the calendar year in which the employee's employment commences); (iii) the maximum number of shares that may be used for stock awards and/or stock unit awards is 360,000; and (iv) the maximum number of shares issuable as stock awards and/or stock unit awards intended to qualify as “performance-based” under Section 162(m) of the Code to any single key employee in any calendar year is 200,000.

Shares issuable under the Plan may be authorized but unissued shares or treasury shares. If there is a lapse, forfeiture, expiration, termination or cancellation of any award made under the Plan for any reason, the shares subject to the award will not again be available for issuance. In addition, any shares subject to an award that are used by a participant as payment for an award or payment of withholding taxes due in connection with an award will not again be available for issuance, and all such shares will count toward the number of shares issued under the Plan. The number of shares of common stock issuable under the Plan is subject to adjustment in the event of certain changes in the capital structure of the Company or similar transactions, and in each case, the Board has the discretion to make adjustments it deems necessary to preserve the intended benefits under the Plan. No award granted under the Plan may be transferred, except by will, the laws of descent and distribution.

Administration. The Plan is administered by the Board, which has delegated administration to the Management Organization and Compensation Committee (the “Committee”). All members of the Committee qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and “outside directors” under Section 162(m) of the Code. The Committee has full authority to select the individuals who will receive awards under the Plan, determine the form and amount of each of the awards to be granted, and establish the terms and conditions of awards. The Committee may delegate to an officer of the Company its authority to grant awards to employees who are not subject to Section 16 of the Exchange Act or who are not covered employees under Section 162(m) of the Code. (If the Committee is not comprised of at least two members who are non-employee directors and outside directors, then the Board will administer the Plan.)

Eligibility. All employees of the Company designated as key employees for purposes of the Plan and all non-employee directors of the Company are eligible to receive awards under the Plan.

Awards to Participants. The Plan provides for discretionary awards of stock options, stock awards and stock unit awards to participants. Each award made under the Plan will be evidenced by a written award agreement specifying the terms and conditions of the award as determined by the Committee in its sole discretion, consistent with the terms of the Plan.

Stock Options. The Committee has the discretion to grant non-qualified stock options or incentive stock options to participants and to set the terms and conditions applicable to the options, including the type of option, the number of shares subject to the option and the vesting schedule; provided that the exercise price of each stock option shall be the closing sales price of the Company's common stock on the date which the option is granted (“fair market value”) and each option shall expire 10 years from the date of grant and no dividend equivalents may be paid with respect to stock options. Additional rules apply to incentive stock options. It is intended that stock options qualify as “performance-based compensation” under Section 162(m) of the Code and thus be fully deductible by the Company for federal income tax purposes, to the extent permitted by law.

Stock Awards. The Committee has the discretion to grant stock awards to participants. Stock awards will consist of shares of common stock granted without any consideration from the participant or shares sold to the participant for appropriate consideration as determined by the Committee. The number of shares awarded to each participant, and the restrictions, terms and conditions of the award, will be at the discretion of the Committee. Subject to the restrictions, a participant will be a shareholder with respect to the shares awarded to him or her and will have the rights of a shareholder with respect to the shares, including the right to vote the shares and receive dividends on the shares; provided that dividends otherwise payable on any performance-based stock award shall be held by the Company and shall be paid only to the holder of the stock award to the extent the restrictions on such stock award lapse, and the Committee in its discretion can accumulate and hold such amounts payable on any other stock awards until the restrictions on the stock award lapse.

Stock Units. The Committee has the discretion to grant stock unit awards to participants. Each stock unit entitles the participant to receive, on a specified date or event set forth in the award agreement, one share of common stock of the Company or cash equal to the fair market value of one share on such date or event, as provided in the award agreement. The number of stock units awarded to each participant, and the terms and conditions of the award, will be at the discretion of the Committee. Unless otherwise specified in the award agreement, a participant will not be a shareholder with respect to the stock units awarded to him prior to the date they are settled in shares of common stock. The award agreement may provide that until the restrictions on the stock units lapse, the participant will be paid an amount equal to the dividends that would have been paid had the stock units been actual shares; provided that dividend equivalents otherwise payable on any performance-based stock units will be held by the Company and paid only to the extent the restrictions lapse, and the Committee in its discretion can accumulate and hold such amounts payable on any other stock units until the restrictions on the stock units lapse.

The Committee has the discretion to establish restrictions on the stock awards that qualify the awards as “performance-based compensation” under Section 162(m) of the Code so that they are fully deductible by the Company for federal income tax purposes. In such case, the Committee may establish performance goals for certain performance periods and targets for achievement of the performance goals, and the restrictions on the stock subject to the award will lapse if the performance goals and targets are achieved for the designated performance period. The performance goals will be based on one or more of the following criteria: (i) net earnings or net income (before or after taxes); (ii) earnings per share; (iii) net sales or revenue growth; (iv) net operating profit or income (including as a percentage of sales); (v) return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); (vi) cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); (vii) earnings before or after taxes, interest, depreciation, and/or amortization; (viii) gross or operating margins; (ix) productivity ratios; (x) share price (including, but not limited to, growth measures and total shareholder return); (xi) cost control; (xii) margins; (xiii) operating efficiency; (xiv) market share; (xv) customer satisfaction or employee satisfaction; (xvi) working capital; (xvii) economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of capital); (xviii) taxes; (xix) depreciation and amortization; (xx) total shareholder return; (xxi) low cost region labor percent of total labor; and (xxii) top customer concentration percent of sales. Performance goals may be absolute in their terms or measured against or in relationship to the performance of other companies or indices selected by the Committee. The performance goals may be particular to one or more lines of business or subsidiaries or may be based on the performance of the Company and its subsidiaries as a whole. The performance goals may be identical for all participants for a given performance period or, at the discretion of the Committee, may differ among participants. In addition, performance goals may be adjusted for any events or occurrences (including acquisition expenses, extraordinary charges, losses from discontinued operations, restatements and accounting charges and restructuring expenses), as may be determined by the Committee.

Provisions Relating to a “Change in Control” of the Company. In the event of a “Change in Control” of the Company (as defined in Section 8.2 of the Plan), the Committee has the discretion to provide that all outstanding awards shall become fully exercisable, all restrictions applicable to all awards will terminate or lapse, and performance goals applicable to any stock awards shall be deemed satisfied at the highest target level. In addition, upon such Change in Control, the Committee has sole discretion to provide for the purchase of any outstanding stock option for cash equal to the difference between the exercise price and the then fair market value of the common stock subject to the option had the option been currently exercisable, make such adjustment to any award then outstanding as the Committee deems appropriate to reflect such Change in Control and cause any such award then outstanding to be assumed by the acquiring or surviving corporation after such Change in Control.

Amendment of Award Agreements; Amendment and Termination of the Plan; Term of the Plan. The Committee may amend any award agreement at any time, provided that no amendment shall adversely affect the right of any participant under any agreement in any material way without the written consent of the participant, unless such amendment is required by applicable law, regulation or stock exchange rule.

The Board may terminate, suspend or amend the Plan without the approval of the shareholders, unless such approval is required by applicable law, regulation or stock exchange rule, and provided that no amendment shall adversely affect the right of any participant under any outstanding award in any material way without the written consent of the participant, unless such amendment is required by applicable law, regulation or rule of any stock exchange on which the shares of the Company's common stock are listed.

Notwithstanding the foregoing, neither the Plan nor any outstanding award agreement can be amended in a way that results in the repricing of a stock option without shareholder approval. Repricing is broadly defined to include reducing the exercise price of a stock option or cancelling a stock option in exchange for cash, other stock options with a lower exercise price or other stock awards. (This prohibition on repricing without shareholder approval does not apply in case of an equitable adjustment to the awards to reflect changes in the capital structure of the Company or similar events.)

Term of Plan. No awards may be granted under the Plan on or after February 24, 2022.

Forms of Award Agreements

On May 3, 2012, the Committee approved the forms of award agreements for use under the Plan (subject to the Plan's approval by shareholders, which as described above, occurred at the May 4, 2012 annual meeting). These forms are filed with this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:



Exhibit Number		Description
10.1		Franklin Electric Co., Inc. 2012 Stock Plan (incorporated by reference to Exhibit A to the Company's 2012 Proxy Statement for the Annual Meeting held on May 4, 2012).
10.2		Form of Non-Qualified Stock Option Agreement for Non-Director Employees.
10.3		Form of Non-Qualified Stock Option Agreement for Director Employees.
10.4		Form of Restricted Stock Unit Agreement for Non-Director Employees.
10.5		Form of Restricted Stock Unit Agreement for Director Employees.
10.6		Form of Restricted Stock Agreement for Non-Director Employees.
10.7		Form of Restricted Stock Agreement for Director Employees.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRANKLIN ELECTRIC CO., INC.

(Registrant)



Date: May 4, 2012	By	/s/ John J. Haines
		John J. Haines
		Vice President and Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX



Exhibit Number		Description
10.1		Franklin Electric Co., Inc. 2012 Stock Plan (incorporated by reference to Exhibit A to the Company's 2012 Proxy Statement for the Annual Meeting held on May 4, 2012).
10.2		Form of Non-Qualified Stock Option Agreement for Non-Director Employees.
10.3		Form of Non-Qualified Stock Option Agreement for Director Employees.
10.4		Form of Restricted Stock Unit Agreement for Non-Director Employees.
10.5		Form of Restricted Stock Unit Agreement for Director Employees.
10.6		Form of Restricted Stock Agreement for Non-Director Employees.
10.7		Form of Restricted Stock Agreement for Director Employees.

EX-10.2 2 a201254exhibit102.htm NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-DIRECTOR EMPLOYEES 2012.5.4. Exhibit 10.2

Exhibit 10.2

[Non-Director Employees]

THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Franklin Electric Co., Inc. 2012 Stock Plan

Non-Qualified Stock Option Agreement

The employee identified below has been selected to be a Participant in the Franklin Electric Co., Inc. 2012 Stock Plan (the “Plan”) and has been granted a Non-Qualified Option as outlined below:

Participant:

Date of Grant:

Shares Covered by the Option:

Option Exercise Price: $

Expiration Date:

Vesting Schedule:

This Agreement, effective as of the Date of Grant set forth above, is between Franklin Electric Co., Inc., an Indiana corporation (the “Company”), and the Participant named above. The parties hereto agree as follows:

The Plan provides a complete description of the terms and conditions governing the Option. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless otherwise set forth herein. A copy of the Plan is attached hereto and the terms of the Plan are hereby incorporated by reference.

1. Stock Option Grant. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

2. Acceptance by Participant. The exercise of the Option is conditioned upon the execution of this Agreement by the Participant and the return of an executed copy of the Agreement to the Secretary of the Company no later than 60 days after the Date of Grant or, if later, 30 days after the Participant receives this Agreement.

3. Exercise of Option. Subject to Section 4 below, the Participant may exercise the vested portion of the Option at any time prior to the Expiration Date. Written notice of an election to exercise any portion of the Option shall be given by the Participant, or his personal representative in the event of the Participant's death, to the Company's Chief Financial Officer, in accordance with procedures established by the Management Organization and Compensation Committee of the Board of Directors of the Company (the “Committee”) as in effect at the time of such exercise.

At the time of exercise of the Option, payment of the purchase price for the shares of Common Stock with respect to which the Option is exercised, and of an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements, must be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Participant has submitted an exercise notice and irrevocable instructions to deliver the purchase price or withholding tax to the Company from the proceeds of the sale of shares subject to the Option, (c) by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon exercise of the Option with a fair market value equal to the amount of the purchase price or the tax to be withheld and/or (d) by delivery to the Company of other Common Stock owned by the Participant that is acceptable to the Company, valued at its then fair market value.

No shares shall be issued upon exercise of the Option until full payment of the exercise price and tax withholding obligation has been made.

4. Exercise Upon Termination of Employment. If the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms. The portion of the Option not vested as of the date of such termination of employment shall expire as of such date and shall not be exercisable.

If the Participant's employment with the Company and all subsidiaries is terminated by the Company for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination, and no portion shall be exercisable after the date of such termination.

In the event of the Participant's death, disability or retirement during employment with the Company or any subsidiary, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (i) the date the Option expires by its terms and (ii) in the case of termination due to disability or retirement, 36 months after the date of such termination, and in the case of termination due to death, 12 months after the date of such termination. For purposes of this Section 4, (A) “disability” has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) “retirement” means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries.

The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supercede any inconsistent or contrary provision of this Section 4.

5. Confidentiality and Non-Compete Agreement. Notwithstanding any other provision of this Agreement, in the event the Committee determines that the Participant has breached any provision of the Confidentiality and Non-Compete Agreement in effect between the Participant and the Company, (a) the then outstanding and unexercised portion of the Option (whether vested or unvested) shall be cancelled and forfeited back to the Company and (b) the Participant shall remit to the Company within 30 days of written notice from the Committee a cash payment equal to the number of shares of Common Stock subject to the portion of the Option that was previously exercised, multiplied by the excess of the fair market value of the Common Stock on the date of exercise over the Option Exercise Price. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may

owe to the Participant.

6. Nontransferability of Options. The Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

7. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Option is to be paid in the event of his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Board, and will be effective only when filed by the Participant in writing with the Board during his or her lifetime. In the absence of any such designation, or if all beneficiaries predecease the Participant, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

8. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to the Option and this Agreement until such time as the exercise price has been paid and the shares have been issued and delivered to him or her.

9. Surrender of or Changes to Agreement. In the event the Option shall be exercised in whole, this Agreement shall be surrendered to the Company for cancellation. In the event the Option shall be exercised in part or a change in the number of designation of the shares of Common Stock shall be made, this Agreement shall be delivered by the Participant to the Company for the purpose of making appropriate notation thereon, or of otherwise reflecting, in such manner as the Company shall determine, the change in the number or designation of such shares.

10. Administration. The Option shall be exercised in accordance with such administrative regulations as the Committee shall from time to time adopt. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of, the Plan and this Agreement, all of which shall be binding upon the Participant.

11. Governing Law. This Agreement, and the Option, shall be construed, administered and governed in all respects under and by the laws of the State of Indiana.

IN WITNESS WHEREOF, this Agreement is executed by the parties this ____ day of ________, ____, effective as of the ____ day of ________, ____.

FRANKLIN ELECTRIC CO., INC.

_________________________ By: _________________________

Participant

Franklin Electric Co., Inc. 2012 Stock Plan

______________________________________________________________________________________________________

Name (Please Print)

In the event of my death, the following person is to receive any benefits payable under the Franklin Electric Co., Inc. 2012 Stock Plan in connection with the grant of a Non-Qualified Stock Option granted to me on ______________ ___, 20__.

NOTE: The primary beneficiary(ies) will receive your Stock Plan benefits. If more than one primary beneficiary is indicated, the benefits will be split among them equally. If you desire to provide for a distribution of benefits among primary beneficiaries on other than an equal basis, please attach a sheet explaining the desired distribution in full detail. If any primary beneficiary is no longer living on the date of your death, the benefit which the deceased primary beneficiary would otherwise receive will be distributed to the secondary beneficiary(ies), in a similar manner as described above for the primary beneficiary(ies).

[ ] Primary Beneficiary [ ] Secondary Beneficiary

______________________________________________________________________________

Last Name First M.I. Relationship

______________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

______________________________________________________________________________

Last Name First M.I. Relationship

______________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

______________________________________________________________________________

Last Name First M.I. Relationship

______________________________________________________________________________

Street Address City, State, Zip Code

If a trust or other arrangement is listed above, include name, address and date of arrangement below:

______________________________________________________________________________

Name Address Date

[ ] For additional beneficiaries, check here and attach an additional sheet of paper.

This supersedes any beneficiary designation previously made by me with respect to the above-described award under this Plan. I reserve the right to change the beneficiary at any time.

_____________________________ _________________________________________

Date Sign your full name here

Date received by Franklin Electric Co., Inc. ____________________________________

By:_____________________________________

EX-10.3 3 a201254exhibit103.htm NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR EMPLOYEES 2012.5.4. Exhibit 10.3

Exhibit 10.3

[Director Employees]

THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Franklin Electric Co., Inc. 2012 Stock Plan

Non-Qualified Stock Option Agreement

The employee identified below has been selected to be a Participant in the Franklin Electric Co., Inc. 2012 Stock Plan (the “Plan”) and has been granted a Non-Qualified Option as outlined below:

Participant:

Date of Grant:

Shares Covered by the Option:

Option Exercise Price: $

Expiration Date:

Vesting Schedule:

No shares shall be issued upon exercise of the Option until full payment of the exercise price and tax withholding obligation has been made.

4. Exercise Upon Termination of Employment. If the Participant's employment with the Company and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option.

In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's service on the Board subsequently terminates, then (i) if the termination of service is due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of termination of service, and in the case of termination of service due to death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, the Option shall expire on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination.

For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 70 or older.

6. Nontransferability of Options. The Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

11. Governing Law. This Agreement, and the Option, shall be construed, administered and governed in all respects under and by the laws of the State of Indiana.

IN WITNESS WHEREOF, this Agreement is executed by the parties this ____ day of ________, ____, effective as of the ____ day of ________, ____.

FRANKLIN ELECTRIC CO., INC.

_________________________ By: _________________________

Participant

Franklin Electric Co., Inc. 2012 Stock Plan

______________________________________________________________________________________________________

Name (Please Print)

[ ] Primary Beneficiary [ ] Secondary Beneficiary

______________________________________________________________________________

Last Name First M.I. Relationship

______________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

______________________________________________________________________________

Last Name First M.I. Relationship

______________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

______________________________________________________________________________

Last Name First M.I. Relationship

______________________________________________________________________________

Street Address City, State, Zip Code

If a trust or other arrangement is listed above, include name, address and date of arrangement below:

______________________________________________________________________________

Name Address Date

[ ] For additional beneficiaries, check here and attach an additional sheet of paper.

This supersedes any beneficiary designation previously made by me with respect to the above-described award under this Plan. I reserve the right to change the beneficiary at any time.

_____________________________ _________________________________________

Date Sign your full name here

Date received by Franklin Electric Co., Inc. ____________________________________

By:_____________________________________

EX-10.4 4 a201254exhibit104.htm RESTRICTED STOCK UNIT AGREEMENT FOR NON-DIRECTOR EMPLOYEES 2012.5.4. Exhibit 10.4

Exhibit 10.4

[Employee]

THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Unit Award Agreement

The employee identified below has been selected to be a Participant in the Franklin Electric Co., Inc. 2012 Stock Plan (the “Plan”), and has been granted a Restricted Stock Unit (“RSU”) Award (“Award”) as outlined below:

Participant:

Date of Award:

Number of RSUs Subject to Award:

End of Restriction Period:

This Agreement, effective as of the Date of Award set forth above, is between Franklin Electric Co., Inc., an Indiana corporation (the “Company”), and the Participant named above. The parties hereto agree as follows:

The Plan provides a complete description of the terms and conditions governing the Award. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. A copy of the Plan is attached hereto and the terms of the Plan are hereby incorporated by reference.

1. Grant of RSUs. The Company hereby grants to the Participant the Award of RSUs. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 7 of this Agreement.

2. Acceptance by Participant. The receipt of the Award is conditioned upon the execution of this Agreement by the Participant and the return of an executed copy of this Agreement to the Secretary of the Company no later than 60 days after the Date of Award or, if later, 30 days after the Participant receives this Agreement.

3. RSU Account. The Company shall maintain an Account (“RSU Account”) on its books in the name of the Participant which shall reflect the number of RSUs awarded to the Participant.

4. Dividend Equivalents. Upon the payment of any dividend on Common Stock occurring during the period preceding the earlier of the date of vesting of the Participant's Award or the date the Participant's Award is forfeited as described in Sections 5 and 6, the Company shall promptly pay to the Participant an amount in cash equal in value to the dividends that the Participant would have received had the Participant been the actual owner of the number of shares of Common Stock represented by the RSUs in the Participant's RSU Account on that date.

5. Vesting.


(a)	Except as described in (b) and (c) below, the Participant shall become vested in his Award on the last day of the Restriction Period set forth above if he remains in continuous employment with the Company or a subsidiary until such date.

(b)

If prior to the last day of the Restriction Period the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, the Participant shall vest in a number of RSUs subject to the Award determined by multiplying the number of RSUs by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the Restriction Period. For this purpose, (i) “disability” has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates; and (ii) “retirement” means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries.


(c)	Any RSUs that do not vest as described above upon the Participant's termination of employment shall be forfeited to the Company.

6. Forfeiture. The Award shall be forfeited to the Company upon the Participant's termination of employment with the Company and all subsidiaries for any reason other than the Participant's death, disability or retirement (as described in Section 5 above) that occurs prior to the last day of the Restriction Period. The foregoing provisions of this Section 6 shall be subject to the provisions of any written employment, severance or similar agreement that has been or may be executed by the Participant and the Company, and the provisions in such agreement concerning the vesting of the Award shall supercede any inconsistent or contrary provision of this Section 6.

7. Settlement of Award. If the Participant becomes vested in his Award in accordance with Section 5, the Company shall distribute to him, or his personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award. Such shares shall be delivered within 30 days following the date of vesting.

8. Confidentiality and Non-Compete Agreement. Notwithstanding any other provision of this Agreement, in the event the Committee determines that the Participant has breached any provision of the Confidentiality and Non-Compete Agreement in effect between the Participant and the Company, (a) to the extent not vested, the Award shall be forfeited by written notice from the Committee and (b) to the extent the Award has vested, the Participant shall, within 30 days of receipt of such written notice from the Committee, remit to the Company either (i) a number of shares of Common Stock previously received in connection with the vesting of the Award (determined prior to any withholding of any applicable taxes), or (ii) a cash payment equal to the number of such shares previously received, multiplied by the closing price of the Common Stock on the date the Award vested. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Participant.

9. Withholding Taxes. If applicable, the Participant shall pay to the Company an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to the delivery of any shares of Common Stock. Payment of such taxes may be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Participant has submitted a notice and irrevocable instructions to deliver to the Company proceeds from the sale of a portion of the shares subject to the Award, (c) by delivery to the Company of other Common Stock owned by the Participant that is acceptable to the Company, valued at its then fair market value, and/or (d) by directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the Award with a fair market value equal to the amount of tax to be withheld.

10. Rights as Shareholder. The Participant shall not be entitled to any of the rights of a shareholder of the Company with respect to the Award, including the right to vote such shares and to receive dividends and any other distributions, until and to the extent the Award is settled in shares of Common Stock.

11. Share Delivery. Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Participant's name established by the Company with the Company's transfer agent, or upon written request from the Participant (or his personal representative, beneficiary or estate, as the case may be) in certificates in the name of the Participant (or his personal representative, beneficiary or estate).

12. Award Not Transferable. The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.

13. Administration. The Award shall be administered in accordance with such administrative regulations as the Committee shall from time to time adopt. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

14. Governing Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of the State of Indiana.

IN WITNESS WHEREOF, this Agreement is executed by the parties this ___ day of __________, ______, effective as of the ___ day of __________, ______.

FRANKLIN ELECTRIC CO., INC.

________________________________ By:________________________________

Participant

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Unit Award

______________________________________________________________________________________________________

Name (Please Print)

In the event of my death, the following person is to receive any shares of Common Stock issuable in connection with the RSU Award granted to me on ____________ under the Franklin Electric Co., Inc. 2012 Stock Plan.

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

If a trust or other arrangement is listed above, include name, address and date of arrangement below:

___________________________________________________________________________________

Name Address Date

[ ] For additional beneficiaries, check here and attach an additional sheet of paper.

This supersedes any beneficiary designation previously made by me with respect to shares of Common Stock issuable in connection with the RSU Award granted under this Plan on __________. I reserve the right to change the beneficiary at any time.

_____________________________ _________________________________________

Date Sign your full name here

Date received by Franklin Electric Co., Inc. ____________________________________

By:_________________________________

EX-10.5 5 a201254exhibit105.htm RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTOR EMPLOYEES 2012.5.4. Exhibit 10.5

Exhibit 10.5

[Director Employee]

THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Unit Award Agreement

Participant:

Date of Award:

Number of RSUs Subject to Award:

End of Restriction Period:

3. RSU Account. The Company shall maintain an Account (“RSU Account”) on its books in the name of the Participant which shall reflect the number of RSUs awarded to the Participant.

5. Vesting.


(a)	Except as described in subsections (b), (c) and (d) below, the Participant shall become vested in his Award on the last day of the Restriction Period set forth above if he remains in continuous employment with the Company or a subsidiary until such date.

(b)

If prior to the last day of the Restriction Period the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, and the Participant's service on the Board does not continue thereafter, the Participant shall vest in a number of RSUs subject to the Award determined by multiplying the number of RSUs by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the Restriction Period.

(c)

If prior to the last day of the Restriction Period the Participant's employment with the Company and all subsidiaries terminates for any reason and the Participant's service on the Board continues thereafter, the Participant shall continue to vest in his Award as described in subsection 5(a) as if he has continued in employment. If the Participant's service on the Board subsequently terminates, then, if the termination of service is for any reason other than for cause (as determined by the remaining Board members in their sole discretion), the Participant shall fully vest in his Award.


(d)	Any RSUs that do not vest as described above upon the Participant's termination of employment and/or service on the Board shall be forfeited to the Company.

(e)

For purposes of this Section 5, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months; and (ii) “retirement” means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries.

6. Forfeiture. The Award shall be forfeited to the Company upon the Participant's termination of employment with the Company and all subsidiaries, and service on the Board, for any reason other than as described in subsections 5(b) and (c) above that occurs prior to the last day of the Restriction Period. The foregoing provisions of this Section 6 shall be subject to the provisions of any written employment, severance or similar agreement that has been or may be executed by the Participant and the Company, and the provisions in such agreement concerning the vesting of the Award shall supercede any inconsistent or contrary provision of this Section 6.

7. Settlement of Award. To the extent the Participant becomes vested in his Award in accordance with Section 5, the Company shall distribute to him, or his personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award. Such shares shall be delivered within 30 days following the date of vesting.

14. Governing Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of the State of Indiana.

IN WITNESS WHEREOF, this Agreement is executed by the parties this ___ day of __________, ______, effective as of the ___ day of __________, ______.

FRANKLIN ELECTRIC CO., INC.

________________________________ By:________________________________

Participant

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Unit Award

______________________________________________________________________________________________________

Name (Please Print)

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

If a trust or other arrangement is listed above, include name, address and date of arrangement below:

___________________________________________________________________________________

Name Address Date

[ ] For additional beneficiaries, check here and attach an additional sheet of paper.

_____________________________ _________________________________________

Date Sign your full name here

Date received by Franklin Electric Co., Inc. ____________________________________

By:_________________________________

EX-10.6 6 a201254exhibit106.htm RESTRICTED STOCK AGREEMENT FOR NON-DIRECTOR EMPLOYEES 2012.5.4. Exhibit 10.6

Exhibit 10.6

[Employees]

THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Award Agreement

The employee identified below has been selected to be a Participant in the Franklin Electric Co., Inc. 2012 Stock Plan (the “Plan”), and has been granted a Restricted Stock Award (“Award”) as outlined below:

Participant:

Date of Award:

Number of Shares Subject to Award:

End of Restriction Period:

1. Grant of Restricted Stock. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant the number of shares of Common Stock set forth above.

2. Acceptance by Participant. The receipt of the Award is conditioned upon the execution of this Agreement by the Participant and the return of an executed copy of this Agreement to the Secretary of the Company no later than 60 days after the Award Date set forth therein or, if later, 30 days after the Participant receives this Agreement.

3. Transfer Restrictions. Except as set forth in Section 8.1 of the Plan, none of the shares of Common Stock subject to the Award (“Award Shares”) shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Participant (or his estate or personal representative, as the case may be), until such restrictions lapse in accordance with Sections 4 and 5 below.

4. Lapse of Restrictions. The restrictions set forth in Section 3 above shall lapse on the last day of the Restriction Period.

5. Death, Disability or Retirement. To the extent the restrictions set forth in Section 3 above have not lapsed in accordance with Section 4 above, in the event that the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, such restrictions shall lapse with respect to a number of Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to

the termination of employment and the denominator of which is the number of full months in the Restriction Period. Award Shares with respect to which restrictions do not lapse shall be forfeited. For this purpose (a) “disability” has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (b) “retirement” means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries.

6. Forfeiture. The Award shall be forfeited to the Company upon the Participant's termination of employment with the Company and all subsidiaries for any reason other than the Participant's death, disability or retirement (as described in Section 5 above) that occurs prior to the date the restrictions lapse as provided in Section 4 above. The foregoing provisions of this Section 6 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning the lapse of restrictions of an Award shall supercede any inconsistent or contrary provision of this Section 6.

7. Confidentiality and Non-Compete Agreement. Notwithstanding any other provision of this Agreement, in the event the Committee determines that the Participant has breached any provision of the Confidentiality and Non-Compete Agreement in effect between the Participant and the Company, (a) all outstanding Award Shares held by the Participant shall be forfeited by written notice from the Committee and (b) the Participant shall, within 30 days of receipt of such written notice from the Committee, remit to the Company either (i) a number of Award Shares pursuant to which the restrictions previously lapsed, or (ii) a cash payment equal to the number of Award Shares pursuant to which the restrictions described in Section 3 previously lapsed multiplied by the closing price of the Common Stock on the date the restrictions on such Award Shares lapsed. The Company shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Participant.

8. Withholding Taxes. If applicable, the Participant shall pay to the Company an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to the delivery of any certificate for Award Shares. Payment of such taxes may be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Participant has submitted a notice and irrevocable instructions to deliver to the Company proceeds from the sale of a portion of the shares subject to the Award, (c) by delivery to the Company of other Common Stock owned by the Participant that is acceptable to the Company, valued at its then fair market value, and/or (d) by directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the Award with a fair market value equal to the amount of tax to be withheld.

9. Rights as Shareholder. The Participant shall be entitled to all of the rights of a shareholder of the Company with respect to the outstanding Award Shares, including the right to vote such shares and to receive dividends and other distributions payable with respect to such Award Shares from the Award Date.

10. Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Participant's name and shall be held in escrow by the Company until all restrictions lapse or such Award Shares are forfeited or resold to the Company as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Participant (or the Participant's executor or personal representative in the case of the Participant's death) upon such lapse of restrictions.

11. Section 83(b) Election. The Participant may make an election pursuant to Section 83(b) of the Internal Revenue Code to recognize income with respect to the Award Shares before the restrictions lapse, by filing such election with the Internal Revenue Service within 30 days of the Award Date and providing a copy of that filing to the Company.

12. Administration. The Award shall be administered in accordance with such administrative regulations as the Committee shall from time to time adopt. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

13. Governing Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of the State of Indiana.

IN WITNESS WHEREOF, this Agreement is executed by the parties this ___ day of __________, ______, effective as of the ___ day of __________, ______.

FRANKLIN ELECTRIC CO., INC.

________________________________ By:________________________________

Participant

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Award

______________________________________________________________________________________________________

Name (Please Print)

In the event of my death, the following person is to receive any outstanding Award Shares granted to me on ____________, 20__ under the Franklin Electric Co., Inc. 2012 Stock Plan.

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

If a trust or other arrangement is listed above, include name, address and date of arrangement below:

___________________________________________________________________________________

Name Address Date

[ ] For additional beneficiaries, check here and attach an additional sheet of paper.

This supersedes any beneficiary designation previously made by me with respect to the above-described Award Shares. I reserve the right to change the beneficiary at any time.

_____________________________ _________________________________________

Date Sign your full name here

Date received by Franklin Electric Co., Inc. ____________________________________

By:_____________________________________

EX-10.7 7 a201254exhibit107.htm RESTRICTED STOCK AGREEMENT FOR DIRECTOR EMPLOYEES 2012.5.4. Exhibit 10.7

Exhibit 10.7

[Director Employee]

THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Award Agreement

Participant:

Date of Award:

Number of Shares Subject to Award:

End of Restriction Period:

2. Acceptance by Participant. The receipt of the Award is conditioned upon the execution of this Agreement by the Participant and the return of an executed copy of this Agreement to the Secretary of the Company no later than 60 days after the Award Date set forth therein or, if later, 30 days after the Participant receives this Agreement.

4. Lapse of Restrictions. The restrictions set forth in Section 3 above shall lapse on the last day of the Restriction Period.

5. Death, Disability or Retirement. To the extent the restrictions set forth in Section 3 above have not lapsed in accordance with Section 4 above:

(a)

In the event that the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, and the Participant's service on the Board does not continue thereafter, such restrictions shall lapse with respect to a number of Award Shares determined by multiplying the number of Award Shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the Restriction Period.

(b)

In the event the Participant's employment with the Company and all subsidiaries terminates for any reason and the Participant's service on the Board continues thereafter, the restrictions shall continue in effect. If the Participant's service on the Board subsequently terminates, then, if the termination of service is due to death, disability or retirement, the restrictions shall lapse with respect to a number of Award Shares as described in (a) above based on the full months that have elapsed from the Date of Award to the Participant's termination of service on the Board.


(c)	Award Shares with respect to which restrictions do not lapse shall be forfeited.

(d)

For purposes of this Section 5, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months; and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 70 or older.

6. Forfeiture. The Award shall be forfeited to the Company upon the Participant's termination of employment with the Company and all subsidiaries, and service on the Board, for any reason other than the Participant's death, disability or retirement (as described in Section 5 above) that occurs prior to the date the restrictions lapse as provided in Section 4 above. The foregoing provisions of this Section 6 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning the lapse of restrictions of an Award shall supercede any inconsistent or contrary provision of this Section 6.

13. Governing Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of the State of Indiana.

IN WITNESS WHEREOF, this Agreement is executed by the parties this ___ day of __________, ______, effective as of the ___ day of __________, ______.

FRANKLIN ELECTRIC CO., INC.

________________________________ By:________________________________

Participant

Franklin Electric Co., Inc. 2012 Stock Plan

Restricted Stock Award

______________________________________________________________________________________________________

Name (Please Print)

In the event of my death, the following person is to receive any outstanding Award Shares granted to me on ____________, 20__ under the Franklin Electric Co., Inc. 2012 Stock Plan.

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

[ ] Primary Beneficiary [ ] Secondary Beneficiary

____________________________________________________________________________________

Last Name First M.I. Relationship

____________________________________________________________________________________

Street Address City, State, Zip Code

If a trust or other arrangement is listed above, include name, address and date of arrangement below:

___________________________________________________________________________________

Name Address Date

[ ] For additional beneficiaries, check here and attach an additional sheet of paper.

This supersedes any beneficiary designation previously made by me with respect to the above-described Award Shares. I reserve the right to change the beneficiary at any time.

_____________________________ _________________________________________

Date Sign your full name here

Date received by Franklin Electric Co., Inc. ____________________________________

By:_____________________________________