SECOND AMENDMENT
TO
AMENDED EMPLOYMENT AGREEMENT
OF
GREGG G. SENGSTACK
This Second Amendment to the Amended Employment
Agreement is made and entered into on February 20, 2009, by and
between Franklin Electric Co., Inc., an Indiana corporation
(“Franklin”), and Gregg C. Sengstack
(“Executive”).
WHEREAS , Franklin and Executive are parties to an
Amended Employment Agreement dated as of December 20, 2002 and
further amended as of July 25, 2005 (the “Agreement”)
and now desire to amend the Agreement to clarify certain provisions
and to comply with Internal Revenue Code Section 409A and the
guidance and regulations thereunder, to the extent
applicable.
NOW, THEREFORE , in consideration of the mutual covenants and
promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Agreement as follows,
effective as of January 1, 2008:
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By amending
subparagraph 6(b) to read as follows:
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(b) If at any time
other than as specified in subparagraph (c) of this paragraph 6,
(i) Franklin shall terminate Executive's employment without Good
Cause, or (ii) Executive shall voluntarily terminate such
employment with Good Reason:
(A) Franklin shall pay
Executive the following amounts: (1) in accordance with
normal payroll practices, the Salary earned by Executive pursuant
to subparagraph 3(a) but not yet paid as of the date of Executive's
termination of employment, and any bonus earned by Executive
pursuant to subparagraph 3(b) for the year prior to the year in
which Executive's termination occurs but not yet paid as of such
date, and (2) a lump sum cash payment, within 30 days of such
termination, equal to the sum of (a) not less than a prorata
portion of the bonus (based on the date on which such termination
occurs) paid or payable to Executive pursuant to subparagraph 3(b)
for the year prior to the year in which Executive's termination
occurs, (b) one and one-half (1½) times the bonus paid or
payable to Executive pursuant to subparagraph 3(b) for the year
prior to the year of termination, and (c) one and one-half
(1½) times Executive's then current Salary.
(B) For the severance
period, Executive shall continue to be provided with the benefits
under Benefit Plans that are health and welfare plans, and shall be
considered an active employee for such purposes. The
date of Executive’s termination of employment shall be
considered a “qualifying event” as such term is defined
in Title I, Part 6 of the Employee Retirement Income Security Act
of 1974 (“COBRA”), and any continued coverage by
Executive, his spouse or eligible dependents under Franklin’s
group health plan after Executive’s termination of employment
shall be considered COBRA coverage.
(C) Franklin shall pay
Executive a lump sum payment within 30 days following his
termination of employment of an amount equal to the increase in
benefits under all tax-qualified and supplemental retirement plans
maintained by Franklin in which Executive participates at
termination of employment that results from crediting Executive
with additional service for all purposes under such plans equal to
the severance period, and deeming Executive to be an employee of
Franklin during the severance period. The amounts attributable to
additional benefits under any such plan shall be based on
Executive’s compensation level as of his termination of
employment. The amounts attributable to additional
benefits under any retirement plan that is a defined contribution
plan shall include the additional Franklin contributions that would
have been made or credited on Executive’s behalf had he
authorized the same elective contributions he had elected for the
year in which the termination of employment occurs, and shall
include earnings that would have accrued under the applicable plan
during the severance period based on the investment alternatives
elected by Executive as of his termination of
employment. Benefits accrued under such plans prior to
Executive’s termination o
