ex10_4.htm


    [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

    


    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:_____________________________________