EXHIBIT 10.2
[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.
Stock Plan
Non-Qualified Stock Option
Agreement
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 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
Personnel 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 must be made by one or more of the
following methods: (i) in cash, (ii) in cash received from a
broker-dealer to whom the Participant has submitted an exercise
notice and irrevocable instructions to deliver the purchase price
to the Company from the proceeds of the sale of shares subject to
the Option, or (iii) 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.
If applicable, an amount sufficient to satisfy
all minimum Federal, state and local withholding tax requirements
prior to delivery of any certificate for shares of Common Stock
must also accompany the exercise. Payment of such taxes can be made
by a method specified above, and/or 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 tax to be withheld.
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 the earlier
of (i) the Option’s Expiration Date 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. In such 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
ser
