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EXHIBIT 10.1
FRANKLIN ELECTRIC CO., INC. PERFORMANCE INCENTIVE STOCK PLAN RESTRICTED STOCK
AWARD
AGREEMENT FOR EMPLOYEE RESTRICTED STOCK AWARD
You have been selected to be a Participant in the Franklin Electric Co.,
Inc. Performance Incentive Stock Plan (the "Plan"), and pursuant to the terms
and conditions of the Plan, you have been granted a Restricted Stock Award as
specified below:
PARTICIPANT: ROBERT STONE
DATE OF AWARD: MARCH 3, 2005
NUMBER OF SHARES SUBJECT TO AWARD: 10,000
END OF RESTRICTION PERIOD: MARCH 3, 2010
PERFORMANCE OBJECTIVES: FRANKLIN ELECTRIC CO., INC. WILL MEET OR EXCEED THE
AVERAGE RETURN ON INVESTED CAPITAL MEDIAN FOR PEER GROUPS OF PROCESS CONTROL
COMPANIES.
THIS DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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 pursuant to the provisions of the Plan. 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 completely
supersede and replace the conflicting terms of this Agreement. All
capitalized terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein.
1. GRANT OF RESTRICTED STOCK. The Company hereby grants to the
Participant the number of shares of Common Stock of the Company, par
value $0.10 ("Common Stock") set forth above.
2. TRANSFER RESTRICTIONS. Except as set forth in Section 7.4 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 3 and 4 below.
3. LAPSE OF RESTRICTIONS. The restrictions set forth in Section 2 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.
4. DEATH, DISABILITY OR NORMAL RETIREMENT. To the extent the restrictions
set forth in Section 2 above have not lapsed in accordance with Section
3 above, in the event that the Participant's employment with the
Company and all affiliates terminates due to the Participant's death,
Disability (as defined in the Plan) or Normal Retirement (as defined in
the Plan), such restrictions shall lapse with respect to a number of
Award Shares determined by multiplying the number of Award Shares by a
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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. 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. In the case of Normal
Retirement no Award Shares will be granted if the retirement occurs
within the first two (2) years from the grant date.
5. FORFEITURE. The Award shall be forfeited to the Company (a) upon the
Participant's termination of employment with the Company and all
affiliates for any reason other than the Participant's death,
disability or Normal Retirement (as described in Section 4 above) that
occurs prior to the date the restrictions lapse as provided in
Section 3 above or (b) if at the end of the Restriction Period the
Committee determines that the Performance Objectives are not met.
6. CHANGE IN CONTROL. In the event of a Change in Control (as defined in
the Plan), or a dissolution or liquidation of the Company, prior to the
lapse of the restrictions in accordance with Section 3 above, then such
restrictions shall lapse on the occurrence of such event.
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.
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
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. MISCELLANEOUS.
a) This Restricted Stock Agreement and the rights of the Participant
hereunder are subject to all the terms and conditions of the Plan, as
the same may be amended from time to time, as well as to such rules and
regulations as the Committee may adopt for administration of the Plan.
The Committee shall have the right to impose such restrictions on any
Award Shares, as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, under the
requirements of any stock exchange or market upon which such shares are
then listed and/or traded, and under any blue sky or state securities
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laws applicable to such Award Shares.
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 Restricted Stock
Agreement, all of which shall be binding upon the Participant. Any
inconsistency between this Restricted Stock Agreement and the Plan
shall be resolved in favor of the Plan.
b) Subject to the restrictions set forth in the Plan, the Board may
terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may in any way
adversely affect the Participant's rights under this Restricted Stock
Agreement.
c) To the extent not preempted by Federal law, this Agreement shall be
governed by, and construed in accordance with the laws of the State of
Indiana.
IN WITNESS WHEREOF, the parties have caused this Restricted Stock
Agreement to be executed as of the Date of Award.
Franklin Electric Co., Inc.
________________________________ By:________________________________
Participant
Attest:______________________________
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FRANKLIN ELECTRIC CO., INC. PERFORMANCE INCENTIVE STOCK PLAN
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. Performance
Incentive Stock Plan.
NOTE: The primary beneficiary(ies) will receive your 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:__________________________________