ex10_3.htm


    [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 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 service is for cause (as determined
by the Committee in its sole discretion), the Option shall expire on the date of
such termination of service, and no portion shall be exercisable after the date
of such termination.

     

    For
purposes of this Section 4, (i) “disability” (A) while the Participant is
employed, 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)
while the Participant is a Non-Employee Director, means (as determined by the
Committee in its sole discretion) the inability of the Participant to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or disability
or which has lasted or can be expected to last for a continuous period of not
less than 12 months and (ii) “retirement” (A) while the Participant is employed,
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, and (B) while the Participant is
a Non-Employee Director, means termination of service on the Board when he is 70
or older.

     

    The
foregoing provisions of this Section 4 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 exercise of the Option shall supercede any
inconsistent or contrary provision of this Section 4.

     

    5. Nontransferability of
Options.  The Option may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.

     

    6. Beneficiary
Designation.  The Participant may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Option 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.

     

    7. Rights as a
Stockholder.  The Participant shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock subject to
the Option and this Agreement until such time as the exercise price has been
paid and the shares have been issued and delivered to him or her.

     

    8. Surrender of or Changes to
Agreement.  In the event the Option shall be exercised in
whole, this Agreement shall be surrendered to the Company for cancellation. In
the event the Option shall be exercised in part or a change in the number of
designation of the shares of Common Stock shall be made, this Agreement shall be
delivered by the Participant to the Company for the purpose of making
appropriate notation thereon, or of otherwise reflecting, in such manner as the
Company shall determine, the change in the number or designation of such
shares.

     

    9. Administration.  The
Option shall be exercised 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.

     

    10. Governing Law.  This
Agreement, and the Option, shall be construed, administered and governed in all
respects under and by the laws of the State of Indiana.

     


    
      
        
          4/2009

        

         


      

      
         


        
          

        

      

      
         


      

    


    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

    
      


    

    Name
(Please Print)

    


    In the
event of my death, the following person is to receive any benefits payable 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 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:_____________________________________