First Amendment to Franklin Electric Co., Inc. Nonemployee Directors’ Deferred Compensation Plan

Summary

Franklin Electric Co., Inc. has amended its Nonemployee Directors’ Deferred Compensation Plan, effective February 19, 2010. The amendment changes the total number of company common stock shares available for issuance under the plan to 100,000 shares. This plan is for nonemployee directors, and the shares may be newly issued, reacquired, or a combination of both. The amendment was executed by the company’s Vice President, Chief Financial Officer, and Secretary.

EX-10.5 2 exhibit10_5.htm AMENDED NON EMP DIRECTORS DEF COMP PL exhibit10_5.htm

FIRST AMENDMENT TO THE

FRANKLIN ELECTRIC CO., INC.

NONEMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN

WHEREAS, Franklin Electric Co., Inc. (the “Company”) maintains the Franklin Electric Co., Inc. Nonemployee Directors’ Deferred Compensation Plan (the “Plan”) for its nonemployee directors; and

WHEREAS, the Company has reserved the right to amend the Plan and now deems it appropriate to do so.

NOW THEREFORE BE IT RESOLVED, that the Plan is hereby amended, effective as of February 19, 2010, by revising Section 2.1 of the Plan to read as follows:

2.1 Number of Shares. Subject to adjustment as provided in Section 2.2 herein, the total number of shares of common stock of the Company (“Common Stock”) available for issuance under the Plan shall be 100,000 shares. Such shares of Common Stock may be either authorized but unissued, reacquired or a combination thereof.

IN WITNESS WHEREOF, this First Amendment has been duly executed as of this 19th day of February, 2010.

FRANKLIN ELECTRIC CO., INC.

By:

John J. Haines

Vice President, Chief Financial Officer and

Secretary

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