-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JuhSFx2u4A/5AgoSRgpHtNMn5qqY6U5FNEBlLnE85iVJQT9ElCUUyi0YWQb2+Gle RqIF7n7iu9HVxh6/V33jXg== 0000038725-96-000008.txt : 19960327 0000038725-96-000008.hdr.sgml : 19960327 ACCESSION NUMBER: 0000038725-96-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960326 EFFECTIVENESS DATE: 19960414 SROS: NASD 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: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01957 FILM NUMBER: 96538395 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2198242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 S-8 1 As filed with the Securities and Exchange Commission on March 26, 1996 Registration No. _______________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ____________ FRANKLIN ELECTRIC CO., INC. (Exact Name of Registrant as Specified in Its Charter) ____________ Indiana 35-0827455 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation) ____________ 400 East Spring Street Bluffton, Indiana 46714 (Address of Principal Executive Offices) (Zip Code) ____________ Franklin Electric Co., Inc. 1996 Nonemployee Director Stock Option Plan (Full Title of the Plan) ____________ Jess B. Ford Vice President, Chief Financial Officer Franklin Electric Co., Inc. 400 East Spring Street Bluffton, Indiana 46714 (219)824-2900 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) ____________ CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee - ---------------- ---------- ------------ ----------------- - --- Common Stock, par 90,000 $36.375 $3,273,750 $1,128.88 value $.10 per share (the "Common Stock") Computed on the basis of the average of the high and low sales price for the Common Stock reported on the National Association of Securities Dealers Automated Quotation System on March 20, 1996, pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the amount of the registration fee. Each share of Common Stock includes one related Common Stock Purchase Right. The Common Stock Purchase Rights are currently not evidenced by separate certificates and may not be transferred except upon transfer of the related shares of Common Stock. The value attributed to the Common Stock Purchase Rights is reflected in the market price of the Common Stock of the Registrant.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- The following documents which have been filed by Franklin Electric Co., Inc. (the "Registrant") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 1995; (b) The description of the Registrant's Common Stock, and related Common Stock Purchase Rights, contained in the Registrant's Registration Statement filed on Form 8-A filed with the Commission on February 26, 1991 under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and the Registration Statement filed on Form S-4 (the Plan of Recapitalization) filed with the Securities and Exchange Commission ("Commission") on July 6, 1989. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post- effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Except as so modified or superseded, such statement shall not be deemed to constitute a part of this Registration Statement. Item 4. Description of Securities - ---------------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel - ----------------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. - --------------------------------------------------- The Indiana Business Corporation Law permits indemnification of directors, employees and agents of corporations under certain conditions and subject to certain limitations. Article VII of the By-laws of the Registrant ("Article VII") provides that each person who was or is a part to, or has threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or that he or she was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, will be indemnified by the Registrant, to the fullest extent authorized by the Indiana Business Corporation Law, as currently in effect, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that the individual's conduct was in good faith, and the individual reasonably believed that in the case of conduct in the individual's official capacity with the Registrant, that such conduct was in its best interest and in all other cases, that the individual's conduct was at least not opposed to its best interest, and in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual's conduct was lawful or had no reasonable cause to believe the individual's conduct was unlawful. Article VII provides that the rights conferred thereby are contract rights between the Registrant and each Director or Officer serving in each such capacity, and any repeal or modification of Article VII shall not affect any rights or obligations thereunder with respect to any state of facts then or theretofore existing or any claim, action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Article VII provides that the Registrant may, by action of the Board of Directors, provide indemnification to its employees or agents of the Registrant, to the same extent as the indemnification provided to a director or officer of the Registrant. The registrant has insurance which, subject to certain policy limits, deductible amounts and exclusions, insures directors and officers of the Registrant for liabilities incurred as a result of acts committed in their capacity as directors and officers or claims made against them by reason of their status as directors or officers. Item 7. Exemption From Registration Claimed - -------------------------------------------- Not applicable. Item 8. Exhibits - ----------------- The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of the Registration Statement. Item 9. Undertakings. - ---------------------- (a) Rule 415 offerings. ------------------ The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent posteffective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings Incorporating Subsequent Exchange Act Documents By - --------------------------------------------------------------- Reference. - ---------- The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Filing of Registration Statement on Form S-8. - ------------------------------------------------- Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on December 8, 1995. FRANKLIN ELECTRIC CO., INC. (Registrant) By: WILLIAM H. LAWSON ------------------------ William H. Lawson Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below appoints each of William H. Lawson and Jess B. Ford as such person's true and lawful attorney to execute in the name of each such person, and to file, any amendments to this registration statement that such attorney deems necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations, and requirements of the Securities and Exchange Commission with respect thereto, in connection with the registration of the shares of Common Stock (and the related Preference Stock Purchase Rights attached thereto) that are subject to this registration statement, which amendments may make such changes in such registration statement as the above-named attorneys deem appropriate, and to comply with the undertakings of the Registrant made in connection with this registration statement; and each of the undersigned hereby ratifies all that said attorneys will do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- WILLIAM H. LAWSON Chairman of the Board and December 8, 1995 - ------------------- Chief Executive Officer William H. Lawson (Principal Executive Officer JOHN B. LINDSAY President December 8, 1995 - ------------------- John B. Lindsay JESS B. FORD Vice President and Chief December 8, 1995 - ------------------- Financial Officer (Principal Financial and Accounting Officer) WILLIAM W. KEEFER Director December 8, 1995 - ------------------- William W. Keefer ROBERT H. LITTLE Director December 8, 1995 - ------------------- Robert H. Little PATRICIA SCHAEFER Director December 8, 1995 - ------------------- Patricia Schaefer DONALD J. SCHNEIDER Director December 8, 1995 - ------------------- Donald J. Schneider GERARD E. VENEMAN Director December 8, 1995 - ------------------- Gerard E. Veneman JURIS VIKMANIS Director December 8, 1995 - ------------------- Juris Vikmanis HOWARD B. WITT Director December 8, 1995 - ------------------- Howard B. Witt EXHIBIT INDEX Sequentially Exhibit Number Exhibit Numbered Page - -------------- ------- ------------- 4.1 Restated Articles of Incorporation of Franklin Electric Co., Inc. (incorporated herein by reference to Exhibit 3 of the Company's Form 10-K for the fiscal year ended December 30, 1989) Articles of Amendment of the Restated Articles of Incorporation of Franklin Electric Co., Inc. effective February 26, 1991 (incorporated herein by reference to the Company's current report on Form 8-K dated February 26, 1991) 4.2 By-laws of Franklin Electric Co., Inc. as amended, effective July 15, 1994 (incorporated herein by reference to the Company's Form 10-K for the fiscal year ended December 31, 1994) 4.3 Rights Agreement dated as of February 11, 1991 between Franklin Electric Co., Inc. and Lincoln National Bank & Trust Co. of Fort Wayne (incorporated herein by reference to the Company's registration statement on Form 8-A dated February 26, 1991) 4.4 Franklin Electric Co., Inc. 1996 Nonemployee Director Stock Option Plan 5 Opinion of Schiff Hardin & Waite 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Schiff Hardin & Waite (contained in their opinion filed as Exhibit 5) 24 Powers of Attorney (contained on the signature pages hereto) EX-4 2 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN Franklin Electric Co., Inc. November 1995 CONTENTS Article 1. Establishment, Purpose, and Duration Article 2. Definitions and Construction Article 3. Administration Article 4. Shares Subject to the Plan Article 5. Eligibility and Participation Article 6. Nonqualified Stock Options Article 7. Change in Control Article 8. Amendment, Modification, and Termination Article 9. Miscellaneous FRANKLIN ELECTRIC CO., INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION 1.1. ESTABLISHMENT OF THE PLAN. Franklin Electric Co., Inc., an Indiana corporation (hereinafter referred to as the "Company"), hereby establishes an incentive compensation plan to be known as the "1996 Franklin Electric Co., Inc. Nonemployee Director Stock Option Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options to Nonemployee Directors, subject to the terms and provisions set forth herein. Upon approval by the Board of Directors of the Company, subject to ratification within twelve (12) months by an affirmative vote of a majority of Shares of the Common Stock present and entitled to vote at the Annual Meeting at which a quorum is present, the Plan shall become effective as of April 1, 1996 (the "Effective Date"), and shall remain in effect as provided in Section 1.3 herein. 1.2. PURPOSE OF THE PLAN. The purpose of the Plan is to promote the achievement of long-term objectives of the Company by linking the personal interests of Nonemployee Directors to those of Company shareholders, and to attract and retain Nonemployee Directors of outstanding competence. 1.3. DURATION OF THE PLAN. The Plan shall commence on April 1, 1996 and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article 8.1 herein, until all Shares subject to it shall have been purchased or acquired according to the Plan's provisions. However, in no event may an Award be granted under the Plan on or after March 30, 2006. ARTICLE 2. DEFINITIONS AND CONSTRUCTION 2.1. DEFINITIONS. Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized: (a) "Award" means a grant of Nonqualified Stock Options under this Plan. (b) "Award Agreement" means an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to Awards granted under this Plan. (c) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. (d) "Board" or "Board or Directors" means the Board of Directors of Franklin Electric Co., Inc., and includes any committee of the Board of Directors designated by the Board to administer part or all of this Plan. (e) "Change in Control" of the Company shall be deemed to have occurred if the conditions set forth in any one or more of the following paragraphs shall have been satisfied: (i) Any Person (other than the Person in control of the Company on the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of Shares of the Company), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (ii) The election to the Board of Directors of the Company, without the recommendation or approval of a majority of the incumbent Board of Directors, of the lesser of (a) three directors, or (b) directors constituting a majority of the numbers of directors then in office; or (iii) The stockholders of the Company approve (a) a plan of complete liquidation of the Company; or (b) an agreement for the sale or disposition of all or substantially all the Company's assets; or (c) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation. However, in no event shall a Change in Control be deemed to have occurred, with respect to a Participant, if that Participant is part of a purchasing group which consummates the Change-in-Control transaction. A Participant shall be deemed "part of a purchasing group" for purposes of the preceding sentence if the Participant is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) passive ownership of less than 3% of the Shares of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the Change in Control by a majority of the disinterested Directors). (f) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (g) "Company" means Franklin Electric Co., Inc., an Indiana corporation, and the Company's subsidiaries, as well as any successor to any such entities, as provided in Section 9.3 herein. (h) "Director" means any individual who is a member of the Board of Directors of the Company. (i) "Disability" means a permanent and total disability, within the meaning of Code Section 22(e)(3), as determined by the Board in good faith. (j) "Employee" means any full-time, nonunion, salaried employee of the Company. For purposes of this Plan, an individual whose only employment relationship with the Company is as a Director, shall not be deemed to be an Employee. (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto. (l) "Fair Market Value" means the closing sale price of a Share on the principal securities exchange on which the Shares are publicly traded, or if there is no such sale on the relevant date, then on the last previous day on which a sale was reported. (m) "Nonemployee Director" means any individual who is a member of the Board of Directors of the Company, but who has never otherwise been an Employee of the Company. (n) "Nonqualified Stock Option" or "NQSO" means an option to purchase Shares, granted under Article 6 herein, which is not intended to meet the requirements of Code Section 422. (o) "Option" means a Nonqualified Stock Option granted under this Plan. (p) "Participant" means a Nonemployee Director of the Company who has outstanding an Award granted under the Plan. (q) "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d). (r) "Shares" means the $.10 par value common stock of the Company. (s) "Subsidiary" means any corporation, partnership, joint venture, affiliate, or other entity in which the Company has a majority voting interest, and which the Committee designates as a participating entity in the Plan. 2.2. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 2.3. SEVERABILITY. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. ARTICLE 3. ADMINISTRATION 3.1. THE BOARD OF DIRECTORS. The Plan shall be administered by the Board of Directors of the Company, subject to the restrictions set forth in this Plan. 3.2. ADMINISTRATION BY THE BOARD. The Board shall have the full power, discretion, and authority to interpret and administer this Plan in a manner which is consistent with the Plan's provisions. However, in no event shall the Board have the sole and exclusive power to determine Plan eligibility, or to determine the number, the purchase price, the vesting period, or the frequency and timing of Awards to be made under the Plan to any Participant (all such determinations are automatic pursuant to the provisions of this Plan). 3.3. DECISIONS BINDING. All determinations and decisions made by the Board pursuant to the provisions of the Plan and all related orders or resolutions of the Board shall be final, conclusive, and binding on all Persons, including the Company, its stockholders, employees, Participants, and their estates and beneficiaries. ARTICLE 4. SHARES SUBJECT TO THE PLAN 4.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3 herein, no more than ninety thousand (90,000) Shares shall be eligible for purchase by Participants pursuant to Options granted under this Plan. 4.2. LAPSED AWARDS. If any Option granted under this Plan terminates, expires, or lapses for any reason, any Shares subject to purchase pursuant to such Option again shall be available for the grant of an Option under the Plan. 4.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, Share combination, or other change in the corporate structure of the Company affecting the Shares, such adjustment shall be made in the number and class of and/or price of Shares subject to outstanding Options granted under this Plan, as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights; and provided that the number of Shares subject to any Option shall always be a whole number. ARTICLE 5. ELIGIBILITY AND PARTICIPATION 5.1. ELIGIBILITY. Persons eligible to participate in this Plan are limited to Nonemployee Directors. 5.2. ACTUAL PARTICIPATION. Subject to the provisions of Article 6 of this Plan, all Nonemployee Directors shall receive grants of Options upon election and/or reelection to serve on the Board of Directors. ARTICLE 6. NONQUALIFIED STOCK OPTIONS 6.1. GRANTS OF OPTIONS. Subject to the limitation on the number of Shares subject to this Plan, each individual who is not an Employee and who is elected or reelected during the term of this Plan by the stockholders of the Company to serve on the Board of Directors, shall be granted an Option to purchase three thousand (3,000) Shares upon each such election and/or reelection to serve on the Board. 6.2. LIMITATION ON GRANT OF OPTIONS. Other than those grants of Options set forth in Section 6.1, no additional Options shall be granted under this Plan. 6.3. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, and the number of Shares available for purchase under the Option as set forth in this Plan. 6.4. OPTION PRICE. The purchase price per Share available for purchase under an Option shall be equal to the Fair Market Value of such Share on the date the Option is granted. 6.5. DURATION OF OPTIONS. Each Option shall expire on the tenth (10th) anniversary date of its grant. 6.6. VESTING OF SHARES SUBJECT TO OPTION. Participants shall be entitled to exercise Options at any time and from time to time, within the time period beginning one (1) year after grant of the Option, and ending ten (10) years after grant of the Option, and according to the following vesting schedule: one-third of the Options shall vest on each of the first, second, and third anniversaries of the date of grant of the Options. 6.7. PAYMENT. Options shall be exercised by the delivery of a written notice of exercise to the Secretary of the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of any Option shall be payable to the Company in full in cash or its equivalent. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant's name, Share certificates in an appropriate amount based upon the number of Shares purchased pursuant to the exercise of the Option. 6.8. TERMINATION OF SERVICE ON BOARD OF DIRECTORS DUE TO DEATH OR DISABILITY. In the event the service of a Participant on the Board is terminated by reason of death or Disability, any outstanding Options granted to that Participant that are not exercisable as of the date of death (or as of the date that the definition of Disability is satisfied, as applicable) immediately shall be forfeited to the Company (and shall once again become available for grant under the Plan). To the extent an Option is exercisable as of the date of death (or as of the date that the definition of Disability is satisfied, as applicable), it shall remain exercisable at any time prior to its expiration date, or for two (2) years after the date of death (or the date that the definition of Disability is satisfied, as applicable), whichever period is shorter, by the Participant or such person or persons as shall have been named as the Participant's legal representative or beneficiary, or by such persons that have acquired the Participant's rights under the Option by will or by the laws of descent and distribution. 6.9. TERMINATION OF SERVICE ON BOARD OF DIRECTORS FOR OTHER REASONS. If the service of the Participant on the Board shall terminate for any reason other than for death or Disability, any outstanding Options held by the Participant that are not exercisable as of the date of termination immediately shall be forfeited to the Company (and shall once again become available for grant under the Plan). To the extent an Option is exercisable as of the date of termination of the Participant's service on the Board, it shall remain exercisable at any time prior to its expiration date, or for six (6) months after the date the Participant's service on the Board terminates, whichever period is shorter. 6.10. NONTRANSFERABILITY OF OPTIONS. No Option granted under this Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant. 6.11. RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such restrictions on any Shares acquired pursuant to the exercise of an Option under this Plan, as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any Stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. ARTICLE 7. CHANGE IN CONTROL In the event of a Change in Control of the Company, all Options granted under this Plan that are still outstanding and not yet vested and exercisable, shall become immediately one hundred percent (100%) vested and exercisable in each Participant, as of the first date that the definition of Change in Control has been fulfilled, and shall remain as such for the remaining life of the Option, as such life is provided herein, and within the provisions of the related Award Agreements. All Options that are exercisable as of the Change in Control shall remain as such for the remaining life of the Options. ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION 8.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided, however, that no amendment which fails to comply with the exemptions available under Rule 16b-3 of the Exchange Act, including any successor to the Rule, shall be effective. 8.2. OPTIONS PREVIOUSLY GRANTED. Unless required by law, no termination, amendment, or modification of this Plan shall in any manner adversely affect any Option previously granted under this Plan, without the written consent of the Participant holding the Option. ARTICLE 9. MISCELLANEOUS 9.1. INDEMNIFICATION. Each individual who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 9.2. BENEFICIARY DESIGNATION. Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan 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. 9.3. SUCCESSORS. All obligations of the Company under this Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 9.4. REQUIREMENTS OF LAW. The granting of Options under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 9.5. GOVERNING LAW. To the extent not preempted by Federal law, this Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Indiana. EX-5 3 March 26, 1996 Franklin Electric Co., Inc. 400 E. Spring Street Bluffton, IN 46714 RE: REGISTRATION ON FORM S-8 OF 90,000 SHARES OF COMMON STOCK, $0.10 PAR VALUE PER SHARE, AND THE RELATED COMMON STOCK PURCHASE RIGHTS ("COMMON STOCK") Ladies and Gentlemen: We have acted as counsel to Franklin Electric Co., Inc. an Indiana corporation (the "Company"), in connection with the Company's filing of a Registration Statement on Form S-8 (the "Registration Statement") covering 90,000 shares of Common Stock to be offered and sold pursuant to the terms of the Franklin Electric Co., Inc. 1996 Nonemployee Director Stock Option Plan (the "Plan"). In this connection, we have considered such questions of law and have examined such documents as we have deemed necessary to enable us to render the opinions contained herein. We have also assumed that the Plan will have been approved by the shareholders of the Company, as required under the terms and conditions of the Plan, prior to the exercise of any options granted under the Plan. Based upon the foregoing, it is our opinion that those shares of the Common Stock that are originally issued shares, when issued upon the exercise of an option granted under the Plan and subject to the terms and conditions thereof, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: ROBERT J. REGAN --------------------------- Robert J. Regan EX-23 4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Franklin Electric Co., Inc. on Form S-8 of our report dated January 31, 1996 appearing in the Annual Report on Form 10-K of Franklin Electric Co., Inc. for the year ended December 30, 1995. DELOITTE & TOUCHE LLP Chicago, Illinois March 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----