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. Stock Plan Restricted Stock Award Agreement
[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. Stock Plan
The
employee identified below has been selected to be a Participant in the Franklin
Electric Co., Inc. 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:
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 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.
|
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.
|
|
8.
|
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.
|
|
9.
|
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.
|
|
10.
|
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.
|
|
11.
|
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.
|
|
12.
|
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
4/2009
Franklin
Electric Co., Inc. 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 under the Franklin Electric Co., Inc. Stock
Plan.
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
Award Shares granted 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:_____________________________________
