[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,
as Amended and Restated Effective March 9, 2009 (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 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 o
