exhibit10.4




EXHIBIT
10.4




[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

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:

Performance
Objectives:




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 if the Committee determines that the Performance
      Objectives described above have been met as of such
  date.




 








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	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:




 


	a)  	
      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
      service and the denominator of which is the number of full months in the
      Restriction Period. In such case, the Participant’s concurrent or
      subsequent termination of service on the Board shall have no effect on the
      remainder of the Award.




 


	b)  	
      In
      the event the Participant’s employment with the Company and all
      subsidiaries terminates for any reason other than death, disability or
      retirement, and the Participant’s service on the Board continues
      thereafter, the restrictions shall continue in effect. If the
      Participant’s service on the Board subsequently terminates, then, if the
      termination of service is due to death, disability or retirement, the
      restrictions shall lapse with respect to a number of Award Shares as
      described in (a) above based on the full months that have elapsed from the
      Date of Award to the Participant’s termination of service on the
      Board.




 


	c)  	
      The
      Committee may in its discretion waive the restrictions on the remaining
      Award Shares. Award Shares with respect to which restrictions do not lapse
      shall be forfeited.




 


	d)  	
      For
      purposes of this Section 5, (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.




 


	6.  	
      Forfeiture.
      The Award shall be forfeited to the Company (a) upon the Participant’s
      termination of employment with the Company and all subsidiaries, and
      service on the Board, 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 or
      (b) if at the end of the Restriction Period the Committee determines that
      the Performance Objectives are not met. 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.




 








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	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:
      (i) in cash, (ii) 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, (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, and/or (iv) 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
	 
	 	 










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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 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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