Exhibit 10.23


    Exhibit
      10.23

    


    [Non-Employee
      Director]

    


    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
      Non-Employee Director 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 (the “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.

            


    

     


    
      
         

        
        

      

      
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      	4.  	
              Lapse
                of Restrictions.
                The restrictions set forth in Section 3 above shall lapse on each
                calendar
                day with respect to a number of Award Shares determined as of each
                such
                calendar day by multiplying the number of Award Shares by a fraction,
                the
                numerator of which is the number of full calendar days that have
                elapsed
                from the Date of Award to the applicable calendar day and the denominator
                of which is the number of full calendar days in the Restriction
                Period.

            


    

     

    
      	5.  	
              Termination
                During Restriction Period.
                To
                the extent the restrictions set forth in Section 3 above have not
                lapsed
                in accordance with Section 4 above:

            


    

     

    
      	(a)  	
              In
                the event that the Participant’s service on the Board terminates due to
                the Participant’s death, disability or retirement, all such restrictions
                shall lapse on the date of such termination of
                service.

            


    

     

    
      	(b)  	
              In
                the event the Participant’s service on the Board terminates for any reason
                other than death, disability or retirement, the restrictions shall
                lapse
                with respect to a number of Award Shares as described in Section
                4 above,
                with the numerator equal to the full calendar days that have elapsed
                from
                the Date of Award to the Participant’s termination of service on the
                Board.

            


    

     

    
      	(c)  	
              Award
                Shares with respect to which restrictions do not lapse shall be
                forfeited.

            


    

     

    
      	(d)  	
              For
                purposes of this Section 5, (i) “disability” 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” means
                termination of service on the Board when the Participant is age 70
                or
                older.

            


    

     

    
      	6.  	
              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.

            


    

     

    
      	7.  	
              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 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.

            


    

     

    
      	8.  	
              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.

            


    

     


    
      
         

        
        

      

      
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      	9.  	
              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.

            


    

     

    
      	10.  	
              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

            	 


    

    



    
      
        
           

        

        
        

      

      
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    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:

            


    

     

     

    
      
        
        

      

      
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