As filed with the Securities and Exchange Commission
on March 26, 1996
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________
FRANKLIN ELECTRIC CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
____________
Indiana 35-0827455
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
____________
400 East Spring Street
Bluffton, Indiana 46714
(Address of Principal Executive Offices) (Zip Code)
____________
Franklin Electric Co., Inc.
1996 Nonemployee Director Stock Option Plan
(Full Title of the Plan)
____________
Jess B. Ford
Vice President, Chief Financial Officer
Franklin Electric Co., Inc.
400 East Spring Street
Bluffton, Indiana 46714
(219)824-2900
(Name, Address, and Telephone Number, Including Area Code,
of Agent for Service)
____________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Amount of
Title of Securities to be Offering Price Aggregate
Registration
to be Registered Registered Per Share<F1> Offering
Price<F1> Fee
- ---------------- ---------- ------------ -----------------
- ---
<S> <C> <C> <C>
<C>
Common Stock, par 90,000 $36.375 $3,273,750
$1,128.88
value $.10 per share
(the "Common Stock")<F2>
<FN>
<F1>Computed on the basis of the average of the high and low sales
price for the Common
Stock reported on the National Association of Securities Dealers
Automated Quotation
System on March 20, 1996, pursuant to Rule 457(h) of the
Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the
registration fee.
<F2>Each share of Common Stock includes one related Common Stock
Purchase Right. The
Common Stock Purchase Rights are currently not evidenced by
separate certificates and
may not be transferred except upon transfer of the related shares
of Common Stock.
The value attributed to the Common Stock Purchase Rights is
reflected in the market
price of the Common Stock of the Registrant.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents which have been filed by Franklin
Electric Co., Inc. (the "Registrant") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 30, 1995;
(b) The description of the Registrant's Common Stock, and related
Common Stock Purchase Rights, contained in the Registrant's
Registration Statement filed on Form 8-A filed with the
Commission on February 26, 1991 under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act"), and the
Registration Statement filed on Form S-4 (the Plan of
Recapitalization) filed with the Securities and Exchange
Commission ("Commission") on July 6, 1989.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing
of such documents.
Any statement contained in any document incorporated, or deemed
to be incorporated, by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Except as so
modified or superseded, such statement shall not be deemed to
constitute a part of this Registration Statement.
Item 4. Description of Securities
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
The Indiana Business Corporation Law permits indemnification of
directors, employees and agents of corporations under certain
conditions and subject to certain limitations. Article VII of the
By-laws of the Registrant ("Article VII") provides that each person
who was or is a part to, or has threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was a director or officer of the
corporation, or that he or she was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, will be indemnified by the Registrant, to the fullest
extent authorized by the Indiana Business Corporation Law, as
currently in effect, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding provided that the individual's conduct was in good
faith, and the individual reasonably believed that in the case of
conduct in the individual's official capacity with the Registrant,
that such conduct was in its best interest and in all other cases,
that the individual's conduct was at least not opposed to its best
interest, and in the case of any criminal proceeding, the individual
either had reasonable cause to believe the individual's conduct was
lawful or had no reasonable cause to believe the individual's conduct
was unlawful. Article VII provides that the rights conferred thereby
are contract rights between the Registrant and each Director or
Officer serving in each such capacity, and any repeal or modification
of Article VII shall not affect any rights or obligations thereunder
with respect to any state of facts then or theretofore existing or
any claim, action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state
of facts. Article VII provides that the Registrant may, by action of
the Board of Directors, provide indemnification to its employees or
agents of the Registrant, to the same extent as the indemnification
provided to a director or officer of the Registrant.
The registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and
officers of the Registrant for liabilities incurred as a result of
acts committed in their capacity as directors and officers or claims
made against them by reason of their status as directors or officers.
Item 7. Exemption From Registration Claimed
- --------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of the Registration
Statement.
Item 9. Undertakings.
- ----------------------
(a) Rule 415 offerings.
------------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents By
- ---------------------------------------------------------------
Reference.
- ----------
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Filing of Registration Statement on Form S-8.
- -------------------------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on December 8, 1995.
FRANKLIN ELECTRIC CO., INC.
(Registrant)
By: WILLIAM H. LAWSON
------------------------
William H. Lawson
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
William H. Lawson and Jess B. Ford as such person's true and lawful
attorney to execute in the name of each such person, and to file, any
amendments to this registration statement that such attorney deems
necessary or desirable to enable the Registrant to comply with the
Securities Act of 1933, and any rules, regulations, and requirements
of the Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common Stock (and
the related Preference Stock Purchase Rights attached thereto) that
are subject to this registration statement, which amendments may make
such changes in such registration statement as the above-named
attorneys deem appropriate, and to comply with the undertakings of
the Registrant made in connection with this registration statement;
and each of the undersigned hereby ratifies all that said attorneys
will do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
WILLIAM H. LAWSON Chairman of the Board and December 8, 1995
- ------------------- Chief Executive Officer
William H. Lawson (Principal Executive Officer
JOHN B. LINDSAY President December 8, 1995
- -------------------
John B. Lindsay
JESS B. FORD Vice President and Chief December 8, 1995
- ------------------- Financial Officer
(Principal Financial and
Accounting Officer)
WILLIAM W. KEEFER Director December 8, 1995
- -------------------
William W. Keefer
ROBERT H. LITTLE Director December 8, 1995
- -------------------
Robert H. Little
PATRICIA SCHAEFER Director December 8, 1995
- -------------------
Patricia Schaefer
DONALD J. SCHNEIDER Director December 8, 1995
- -------------------
Donald J. Schneider
GERARD E. VENEMAN Director December 8, 1995
- -------------------
Gerard E. Veneman
JURIS VIKMANIS Director December 8, 1995
- -------------------
Juris Vikmanis
HOWARD B. WITT Director December 8, 1995
- -------------------
Howard B. Witt
EXHIBIT INDEX
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- -------------
4.1 Restated Articles of Incorporation of
Franklin Electric Co., Inc. (incorporated
herein by reference to Exhibit 3 of the
Company's Form 10-K for the fiscal year
ended December 30, 1989)
Articles of Amendment of the Restated
Articles of Incorporation of Franklin
Electric Co., Inc. effective February 26,
1991 (incorporated herein by reference to
the Company's current report on Form 8-K
dated February 26, 1991)
4.2 By-laws of Franklin Electric Co., Inc.
as amended, effective July 15, 1994
(incorporated herein by reference to the
Company's Form 10-K for the fiscal year
ended December 31, 1994)
4.3 Rights Agreement dated as of February 11,
1991 between Franklin Electric Co., Inc.
and Lincoln National Bank & Trust Co. of
Fort Wayne (incorporated herein by reference
to the Company's registration statement on
Form 8-A dated February 26, 1991)
4.4 Franklin Electric Co., Inc. 1996
Nonemployee Director Stock Option Plan
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed as
Exhibit 5)
24 Powers of Attorney (contained on the
signature pages hereto)
1996 NONEMPLOYEE
DIRECTOR STOCK OPTION PLAN
Franklin Electric Co., Inc.
November 1995
CONTENTS
Article 1. Establishment, Purpose, and Duration
Article 2. Definitions and Construction
Article 3. Administration
Article 4. Shares Subject to the Plan
Article 5. Eligibility and Participation
Article 6. Nonqualified Stock Options
Article 7. Change in Control
Article 8. Amendment, Modification, and Termination
Article 9. Miscellaneous
FRANKLIN ELECTRIC CO., INC.
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1. ESTABLISHMENT OF THE PLAN. Franklin Electric Co., Inc., an
Indiana corporation (hereinafter referred to as the "Company"),
hereby establishes an incentive compensation plan to be known as the
"1996 Franklin Electric Co., Inc. Nonemployee Director Stock Option
Plan" (hereinafter referred to as the "Plan"), as set forth in this
document. The Plan permits the grant of Nonqualified Stock Options to
Nonemployee Directors, subject to the terms and provisions set forth
herein.
Upon approval by the Board of Directors of the Company, subject
to ratification within twelve (12) months by an affirmative vote of a
majority of Shares of the Common Stock present and entitled to vote
at the Annual Meeting at which a quorum is present, the Plan shall
become effective as of April 1, 1996 (the "Effective Date"), and
shall remain in effect as provided in Section 1.3 herein.
1.2. PURPOSE OF THE PLAN. The purpose of the Plan is to promote
the achievement of long-term objectives of the Company by linking the
personal interests of Nonemployee Directors to those of Company
shareholders, and to attract and retain Nonemployee Directors of
outstanding competence.
1.3. DURATION OF THE PLAN. The Plan shall commence on April 1,
1996 and shall remain in effect, subject to the right of the Board of
Directors to amend or terminate the Plan at any time pursuant to
Article 8.1 herein, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in
no event may an Award be granted under the Plan on or after March 30,
2006.
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
2.1. DEFINITIONS. Whenever used in the Plan, the following
terms shall have the meanings set forth below and, when the meaning
is intended, the initial letter of the word is capitalized:
(a) "Award" means a grant of Nonqualified Stock Options under
this Plan.
(b) "Award Agreement" means an agreement entered into by the
Company and each Participant setting forth the terms and provisions
applicable to Awards granted under this Plan.
(c) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.
(d) "Board" or "Board or Directors" means the Board of
Directors of Franklin Electric Co., Inc., and includes any committee
of the Board of Directors designated by the Board to administer part
or all of this Plan.
(e) "Change in Control" of the Company shall be deemed to have
occurred if the conditions set forth in any one or more of the
following paragraphs shall have been satisfied:
(i) Any Person (other than the Person in control of
the Company on the Effective Date, or other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as
their ownership of Shares of the Company), is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(ii) The election to the Board of Directors of the
Company, without the recommendation or approval of a majority of the
incumbent Board of Directors, of the lesser of (a) three directors,
or (b) directors constituting a majority of the numbers of directors
then in office; or
(iii) The stockholders of the Company approve (a) a
plan of complete liquidation of the Company; or (b) an agreement for
the sale or disposition of all or substantially all the Company's
assets; or (c) a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of
the surviving entity) at least 50% of the combined voting securities
of the Company (or such surviving entity) outstanding immediately
after such merger or consolidation.
However, in no event shall a Change in Control be deemed to
have occurred, with respect to a Participant, if that Participant is
part of a purchasing group which consummates the Change-in-Control
transaction. A Participant shall be deemed "part of a purchasing
group" for purposes of the preceding sentence if the Participant is
an equity participant or has agreed to become an equity participant
in the purchasing company or group (except for (i) passive ownership
of less than 3% of the Shares of the purchasing company; or (ii)
ownership of equity participation in the purchasing company or group
which is otherwise not deemed to be significant, as determined prior
to the Change in Control by a majority of the disinterested
Directors).
(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(g) "Company" means Franklin Electric Co., Inc., an Indiana
corporation, and the Company's subsidiaries, as well as any successor
to any such entities, as provided in Section 9.3 herein.
(h) "Director" means any individual who is a member of the
Board of Directors of the Company.
(i) "Disability" means a permanent and total disability, within
the meaning of Code Section 22(e)(3), as determined by the Board in
good faith.
(j) "Employee" means any full-time, nonunion, salaried employee
of the Company. For purposes of this Plan, an individual whose only
employment relationship with the Company is as a Director, shall not
be deemed to be an Employee.
(k) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, or any successor Act thereto.
(l) "Fair Market Value" means the closing sale price of a Share
on the principal securities exchange on which the Shares are publicly
traded, or if there is no such sale on the relevant date, then on the
last previous day on which a sale was reported.
(m) "Nonemployee Director" means any individual who is a member
of the Board of Directors of the Company, but who has never otherwise
been an Employee of the Company.
(n) "Nonqualified Stock Option" or "NQSO" means an option to
purchase Shares, granted under Article 6 herein, which is not
intended to meet the requirements of Code Section 422.
(o) "Option" means a Nonqualified Stock Option granted under
this Plan.
(p) "Participant" means a Nonemployee Director of the Company
who has outstanding an Award granted under the Plan.
(q) "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d).
(r) "Shares" means the $.10 par value common stock of the
Company.
(s) "Subsidiary" means any corporation, partnership, joint
venture, affiliate, or other entity in which the Company has a
majority voting interest, and which the Committee designates as a
participating entity in the Plan.
2.2. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular
shall include the plural.
2.3. SEVERABILITY. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.
ARTICLE 3. ADMINISTRATION
3.1. THE BOARD OF DIRECTORS. The Plan shall be administered by
the Board of Directors of the Company, subject to the restrictions
set forth in this Plan.
3.2. ADMINISTRATION BY THE BOARD. The Board shall have the full
power, discretion, and authority to interpret and administer this
Plan in a manner which is consistent with the Plan's provisions.
However, in no event shall the Board have the sole and exclusive
power to determine Plan eligibility, or to determine the number, the
purchase price, the vesting period, or the frequency and timing of
Awards to be made under the Plan to any Participant (all such
determinations are automatic pursuant to the provisions of this
Plan).
3.3. DECISIONS BINDING. All determinations and decisions made
by the Board pursuant to the provisions of the Plan and all related
orders or resolutions of the Board shall be final, conclusive, and
binding on all Persons, including the Company, its stockholders,
employees, Participants, and their estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1. NUMBER OF SHARES. Subject to adjustment as provided in
Section 4.3 herein, no more than ninety thousand (90,000) Shares
shall be eligible for purchase by Participants pursuant to Options
granted under this Plan.
4.2. LAPSED AWARDS. If any Option granted under this Plan
terminates, expires, or lapses for any reason, any Shares subject to
purchase pursuant to such Option again shall be available for the
grant of an Option under the Plan.
4.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share combination, or other
change in the corporate structure of the Company affecting the
Shares, such adjustment shall be made in the number and class of
and/or price of Shares subject to outstanding Options granted under
this Plan, as may be determined to be appropriate and equitable by
the Board, in its sole discretion, to prevent dilution or enlargement
of rights; and provided that the number of Shares subject to any
Option shall always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1. ELIGIBILITY. Persons eligible to participate in this Plan
are limited to Nonemployee Directors.
5.2. ACTUAL PARTICIPATION. Subject to the provisions of Article
6 of this Plan, all Nonemployee Directors shall receive grants of
Options upon election and/or reelection to serve on the Board of
Directors.
ARTICLE 6. NONQUALIFIED STOCK OPTIONS
6.1. GRANTS OF OPTIONS. Subject to the limitation on the number
of Shares subject to this Plan, each individual who is not an
Employee and who is elected or reelected during the term of this Plan
by the stockholders of the Company to serve on the Board of
Directors, shall be granted an Option to purchase three thousand
(3,000) Shares upon each such election and/or reelection to serve on
the Board.
6.2. LIMITATION ON GRANT OF OPTIONS. Other than those grants of
Options set forth in Section 6.1, no additional Options shall be
granted under this Plan.
6.3. AWARD AGREEMENT. Each Option grant shall be evidenced by
an Award Agreement that shall specify the Option Price, the duration
of the Option, and the number of Shares available for purchase under
the Option as set forth in this Plan.
6.4. OPTION PRICE. The purchase price per Share available for
purchase under an Option shall be equal to the Fair Market Value of
such Share on the date the Option is granted.
6.5. DURATION OF OPTIONS. Each Option shall expire on the tenth
(10th) anniversary date of its grant.
6.6. VESTING OF SHARES SUBJECT TO OPTION. Participants shall be
entitled to exercise Options at any time and from time to time,
within the time period beginning one (1) year after grant of the
Option, and ending ten (10) years after grant of the Option, and
according to the following vesting schedule: one-third of the Options
shall vest on each of the first, second, and third anniversaries of
the date of grant of the Options.
6.7. PAYMENT. Options shall be exercised by the delivery of a
written notice of exercise to the Secretary of the Company, setting
forth the number of Shares with respect to which the Option is to be
exercised, accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to
the Company in full in cash or its equivalent.
As soon as practicable after receipt of a written notification
of exercise and full payment, the Company shall deliver to the
Participant, in the Participant's name, Share certificates in an
appropriate amount based upon the number of Shares purchased pursuant
to the exercise of the Option.
6.8. TERMINATION OF SERVICE ON BOARD OF DIRECTORS DUE TO DEATH
OR DISABILITY. In the event the service of a Participant on the Board
is terminated by reason of death or Disability, any outstanding
Options granted to that Participant that are not exercisable as of
the date of death (or as of the date that the definition of
Disability is satisfied, as applicable) immediately shall be
forfeited to the Company (and shall once again become available for
grant under the Plan).
To the extent an Option is exercisable as of the date of death
(or as of the date that the definition of Disability is satisfied, as
applicable), it shall remain exercisable at any time prior to its
expiration date, or for two (2) years after the date of death (or the
date that the definition of Disability is satisfied, as applicable),
whichever period is shorter, by the Participant or such person or
persons as shall have been named as the Participant's legal
representative or beneficiary, or by such persons that have acquired
the Participant's rights under the Option by will or by the laws of
descent and distribution.
6.9. TERMINATION OF SERVICE ON BOARD OF DIRECTORS FOR OTHER
REASONS. If the service of the Participant on the Board shall
terminate for any reason other than for death or Disability, any
outstanding Options held by the Participant that are not exercisable
as of the date of termination immediately shall be forfeited to the
Company (and shall once again become available for grant under the
Plan).
To the extent an Option is exercisable as of the date of
termination of the Participant's service on the Board, it shall
remain exercisable at any time prior to its expiration date, or for
six (6) months after the date the Participant's service on the Board
terminates, whichever period is shorter.
6.10. NONTRANSFERABILITY OF OPTIONS. No Option granted
under this Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all Options granted to a
Participant under this Plan shall be exercisable during his or her
lifetime only by such Participant.
6.11. RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may
impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under this Plan, 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 laws applicable to such
Shares.
ARTICLE 7. CHANGE IN CONTROL
In the event of a Change in Control of the Company, all Options
granted under this Plan that are still outstanding and not yet vested
and exercisable, shall become immediately one hundred percent (100%)
vested and exercisable in each Participant, as of the first date that
the definition of Change in Control has been fulfilled, and shall
remain as such for the remaining life of the Option, as such life is
provided herein, and within the provisions of the related Award
Agreements. All Options that are exercisable as of the Change in
Control shall remain as such for the remaining life of the Options.
ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION
8.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at
any time and from time to time alter, amend, suspend, or terminate
the Plan in whole or in part; provided, however, that no amendment
which fails to comply with the exemptions available under Rule 16b-3
of the Exchange Act, including any successor to the Rule, shall be
effective.
8.2. OPTIONS PREVIOUSLY GRANTED. Unless required by law,
no termination, amendment, or modification of this Plan shall in any
manner adversely affect any Option previously granted under this
Plan, without the written consent of the Participant holding the
Option.
ARTICLE 9. MISCELLANEOUS
9.1. INDEMNIFICATION. Each individual who is or shall have been
a member of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she
may be involved by reason of any action taken or failure to act under
this Plan and against and from any and all amounts paid by him or her
in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the
Company an opportunity, at its own expense, to handle and defend the
same before he or she undertakes to handle and defend it on his or
her own behalf.
The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such individuals may be
entitled under the Company's Certificate of Incorporation or Bylaws,
as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.
9.2. BENEFICIARY DESIGNATION. Each Participant under this Plan
may, from time to time, name any beneficiary or beneficiaries (who
may be named contingently or successively) to whom any benefit under
this Plan 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.
9.3. SUCCESSORS. All obligations of the Company under this
Plan, with respect to Awards granted hereunder, shall be binding on
any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
9.4. REQUIREMENTS OF LAW. The granting of Options under this
Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national
securities exchanges as may be required.
9.5. GOVERNING LAW. To the extent not preempted by Federal law,
this Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Indiana.
March 26, 1996
Franklin Electric Co., Inc.
400 E. Spring Street
Bluffton, IN 46714
RE: REGISTRATION ON FORM S-8 OF 90,000 SHARES OF COMMON STOCK,
$0.10 PAR VALUE PER SHARE, AND THE RELATED COMMON STOCK
PURCHASE RIGHTS ("COMMON STOCK")
Ladies and Gentlemen:
We have acted as counsel to Franklin Electric Co., Inc. an
Indiana corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 90,000 shares of Common Stock to be offered and
sold pursuant to the terms of the Franklin Electric Co., Inc. 1996
Nonemployee Director Stock Option Plan (the "Plan").
In this connection, we have considered such questions of
law and have examined such documents as we have deemed necessary to
enable us to render the opinions contained herein. We have also
assumed that the Plan will have been approved by the shareholders of
the Company, as required under the terms and conditions of the Plan,
prior to the exercise of any options granted under the Plan. Based
upon the foregoing, it is our opinion that those shares of the Common
Stock that are originally issued shares, when issued upon the
exercise of an option granted under the Plan and subject to the terms
and conditions thereof, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: ROBERT J. REGAN
---------------------------
Robert J. Regan
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Franklin Electric Co., Inc. on Form S-8 of our report
dated January 31, 1996 appearing in the Annual Report on Form 10-K of
Franklin Electric Co., Inc. for the year ended December 30, 1995.
DELOITTE & TOUCHE LLP
Chicago, Illinois
March 26, 1996
