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
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
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.
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| 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.
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| 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.
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| 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:
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| (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.
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| (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.
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| (c) |
Award
Shares with respect to which restrictions do not lapse shall be
forfeited.
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| (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.
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| 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.
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| 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.
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| 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.
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| 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.
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IN
WITNESS WHEREOF, this Agreement is executed by the parties this ___ day of
__________, ______, effective as of the ___ day of __________,
______.
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FRANKLIN
ELECTRIC CO., INC.
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________________________________
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By:________________________________
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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).
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‘
Primary Beneficiary
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‘
Secondary Beneficiary
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Last
Name
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First
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M.I.
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Relationship
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Street
Address
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City,
State, Zip Code
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‘
Primary Beneficiary
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‘
Secondary Beneficiary
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Last
Name
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First
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M.I.
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Relationship
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Street
Address
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City,
State, Zip Code
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‘
Primary Beneficiary
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‘
Secondary Beneficiary
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Last
Name
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First
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M.I.
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Relationship
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Street
Address
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City,
State, Zip Code
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If
a trust or other arrangement is listed above, include name, address
and
date of arrangement below:
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Name
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Address
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Date
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‘ For
additional beneficiaries, check here and attach an additional sheet
of
paper.
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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.
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Date
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Sign
your full name here
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Date
received by Franklin Electric Co., Inc.
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By:
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