exhibit10_7.htm


    SECOND
AMENDMENT TO

    AMENDED
EMPLOYMENT AGREEMENT OF

    GREGG
G. SENGSTACK

    


    


    This
Second Amendment to the Amended Employment Agreement is made and entered into on
February 20, 2009, by and between Franklin Electric Co., Inc., an Indiana
corporation (“Franklin”), and Gregg C. Sengstack (“Executive”).

     

    WHEREAS, Franklin and
Executive are parties to an Amended Employment Agreement dated as of December
20, 2002 and further amended as of July 25, 2005 (the “Agreement”) and now
desire to amend the Agreement to clarify certain provisions and to comply with
Internal Revenue Code Section 409A and the guidance and regulations thereunder,
to the extent applicable.

     

    NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Agreement as follows, effective as
of January 1, 2008:

     

    
      	
              1.  

            	
              By
      amending subparagraph  6(b) to read as
  follows:

            


    

     

    (b) If at any
time other than as specified in subparagraph (c) of this paragraph 6, (i)
Franklin shall terminate Executive's employment without Good Cause, or (ii)
Executive shall voluntarily terminate such employment with Good
Reason:

     

    (A) Franklin
shall pay Executive the following amounts:  (1) in accordance with
normal payroll practices, the Salary earned by Executive pursuant to
subparagraph 3(a) but not yet paid as of the date of Executive's termination of
employment, and any bonus earned by Executive pursuant to subparagraph 3(b) for
the year prior to the year in which Executive's termination occurs but not yet
paid as of such date, and (2) a lump sum cash payment, within 30 days of such
termination, equal to the sum of (a) not less than a prorata portion of the
bonus (based on the date on which such termination occurs) paid or payable to
Executive pursuant to subparagraph 3(b) for the year prior to the year in which
Executive's termination occurs, (b) one and one-half (11⁄2) times the bonus paid
or payable to Executive pursuant to subparagraph 3(b) for the year prior to the
year of termination, and (c) one and one-half (11⁄2) times Executive's then
current Salary.

     

    (B) For the
severance period, Executive shall continue to be provided with the benefits
under Benefit Plans that are health and welfare plans, and shall be considered
an active employee for such purposes.  The date of Executive’s
termination of employment shall be considered a “qualifying event” as such term
is defined in Title I, Part 6 of the Employee Retirement Income Security Act of
1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible
dependents under Franklin’s group health plan after Executive’s termination of
employment shall be considered COBRA coverage.

     

    (C) Franklin
shall pay Executive a lump sum payment within 30 days following his termination
of employment of an amount equal to the increase in benefits under all
tax-qualified and supplemental retirement plans maintained by Franklin in which
Executive participates at termination of employment that results from crediting
Executive with additional service for all purposes under such plans equal to the
severance period, and deeming Executive to be an employee of Franklin during the
severance period. The amounts attributable to additional benefits under any such
plan shall be based on Executive’s compensation level as of his termination of
employment.  The amounts attributable to additional benefits under any
retirement plan that is a defined contribution plan shall include the additional
Franklin contributions that would have been made or credited on Executive’s
behalf had he authorized the same elective contributions he had elected for the
year in which the termination of employment occurs, and shall include earnings
that would have accrued under the applicable plan during the severance period
based on the investment alternatives elected by Executive as of his termination
of employment.  Benefits accrued under such plans prior to Executive’s
termination of employment shall be paid in accordance with the terms of such
plans.

     

    (D) Any stock
options granted to Executive by Franklin shall be accelerated and become
immediately exercisable in full on the date of termination and shall remain
exercisable for such period after the date of termination as is provided under
the terms of the options and the plans pursuant to which they were
issued.

     

    The
severance period for purposes of this subparagraph 3(b) shall be the period
beginning on the date of Executive's termination and ending on the earlier of
the date on which Executive would attain his Normal Retirement Age or eighteen
(18) months.

     

    
      	
              2.  

            	
              By
      amending subparagraph 6(c) to read as
follows:

            


    

     

    (c) If within
two (2) years after a Change in Control, (i) Franklin shall terminate
Executive’s employment with Franklin without Good Cause, (ii) Executive shall
voluntarily terminate such employment with Good Reason, or (iii) Executive shall
voluntarily terminate such employment for any reason whatsoever during the
period beginning on the first anniversary of the Change in Control and ending
thirty (30) days thereafter:

     

    (A) Franklin
shall pay Executive the following amounts:  (1) in accordance with
normal payroll practices, the Salary earned by Executive pursuant to
subparagraph 3(a) but not yet paid as of the date of Executive's termination of
employment, and any bonus earned by Executive pursuant to subparagraph 3(b) for
the year prior to the year in which Executive's termination occurs but not yet
paid as of such date, and (2) a lump sum cash payment, within 30 days of such
termination, equal to the sum of (a) not less than a prorata portion of the
bonus (based on the date on which such termination occurs) paid or payable to
Executive pursuant to subparagraph 3(b) for the year prior to the year in which
Executive's termination occurs, (b) three (3) times the bonus paid or payable to
Executive pursuant to subparagraph 3(b) for the year prior to the year of
termination, and (c) three (3) times Executive's then current
Salary.

     

    (B) For the
severance period, Executive shall continue to be provided with the benefits
under Benefit Plans that are health and welfare plans, and shall be considered
an active employee for such purposes.  The date of Executive’s
termination of employment shall be considered a “qualifying event” as such term
is defined in Title I, Part 6 of the Employee Retirement Income Security Act of
1974 (“COBRA”), and any continued coverage by Executive, his spouse or eligible
dependents under Franklin’s group health plan after Executive’s termination of
employment shall be considered COBRA coverage.

     

    (C) Franklin
shall pay Executive a lump sum payment within 30 days following his termination
of employment of an amount equal to the increase in benefits under all
tax-qualified and supplemental retirement plans maintained by Franklin in which
Executive participates at termination of employment that results from crediting
Executive with additional service for all purposes under such plans equal to the
severance period, and deeming Executive to be an employee of Franklin during the
severance period. The amounts attributable to additional benefits under any such
plan shall be based on Executive’s compensation level as of his termination of
employment.  The amounts attributable to additional benefits under any
retirement plan that is a defined contribution plan shall include the additional
Franklin contributions that would have been made or credited on Executive’s
behalf had he authorized the same elective contributions he had elected for the
year in which the termination of employment occurs, and shall include earnings
that would have accrued under the applicable plan during the severance period
based on the investment alternatives elected by Executive as of his termination
of employment.  Benefits accrued under such plans prior to Executive’s
termination of employment shall be paid in accordance with the terms of such
plans.

     

    (D) In
settlement of any stock options then outstanding (whether or not then
exercisable), Franklin shall pay Executive a lump sum cash payment, within 30
days of such termination, equal to the difference between the aggregate fair
market value of the shares subject to such options as of the date of such
termination and the aggregate exercise price thereof.

     

    The
severance period for purposes of this subparagraph 3(b) shall be the period
beginning on the date of Executive's termination and ending on the earlier of
the date on which Executive would attain his Normal Retirement Age or thirty-six
(36) months.

     

    
      	
              3.  

            	
              By
      amending subparagraph 6(e) to add a final sentence to read as
      follows:

            


    

     

    The
Gross-Up Payment shall be paid within 30 days after Executive remits the related
excise tax or other amounts to the appropriate taxing authority.

     

    
      	
              4.  

            	
              By
      adding a new Paragraph 20 to read as
follows:

            


    

     

    
      	
               
      

            	
              20.

            	
              Provisions Regarding
      Code §409A.

            


    

     

    (a) If at the
time of Executive’s termination of employment for reasons other than death he is
a “Key Employee” as determined in accordance with the procedures set forth in
Treas. Reg. §1.409A-1(i), any amounts payable to Executive pursuant to this
Agreement that are subject to Section 409A of the Internal Revenue Code shall
not be paid or commence to be paid until six months following Executive’s
termination of employment, or if earlier, Executive’s subsequent
death.

     

    (b) Reimbursements
or in-kind benefits provided under this Agreement that are subject to Section
409A of the Internal Revenue Code are subject to the following
restrictions:  (i) the amount of expenses eligible for reimbursements,
or in-kind benefits provided, to Executive during a calendar year shall not
affect the expenses eligible for reimbursement or the in-kind benefits provided
in any other calendar year, and (ii) reimbursement of an eligible expense shall
be made as soon as practicable, but in no event later than the last day of the
calendar year following the calendar year in which the expense was
incurred.

     

    IN WITNESS WHEREOF, the
parties have executed this Second Amendment to the Agreement on the ____ day of
_________, 2009.

    


    


    FRANKLIN
ELECTRIC CO., INC.

    


    By:           

    Its:           

     

    


    


    


    /s/ GREGG C.
SENGSTACK

    CH2\2956910.1                                                                    Gregg C.
Sengstack