Exhibit 10.2




EXHIBIT
10.2







[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 (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 Personnel 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 must be made by one
or more of the following methods: (i) in cash, (ii) in cash received from a
broker-dealer to whom the Participant has submitted an exercise notice and
irrevocable instructions to deliver the purchase price to the Company from the
proceeds of the sale of shares subject to the Option, or (iii) 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.

 








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If
applicable, an amount sufficient to satisfy all minimum Federal, state and local
withholding tax requirements prior to delivery of any certificate for shares of
Common Stock must also accompany the exercise. Payment of such taxes can be made
by a method specified above, and/or 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 tax to be withheld.

 

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.

 








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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.
Notwithstanding the preceding provisions of this Section 5, the Participant, at
any time prior to his or her death, may assign all or any portion of the Option
to (i) his or her spouse or lineal descendant, (ii) the trustee of a trust
established for the primary benefit of his or her spouse or lineal descendant,
(iii) a partnership of which his or her spouse and lineal descendants are the
only partners, or (iv) a tax-exempt organization as described in Section
501(c)(3) of the Code. In such event, the spouse, lineal descendants, trustee,
partnership or tax-exempt organization will be entitled to all the rights of the
Participant with respect to the assigned portion of the Option, and such portion
of the Option will continue to be subject to all of the terms, conditions and
restrictions applicable to the Option as set forth in the Plan and this
Agreement. Any such assignment will be permitted only if (i) the Participant
does not receive any consideration therefor, and (ii) the assignment is
expressly approved by the Board. Any such assignment shall be evidenced by an
appropriate written document executed by the Participant and a copy thereof
shall be delivered to the Board on or prior to the effective date of the
assignment.

 

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.

 

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




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:
	
      ________________________________________















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