UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 1, 2005
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FRANKLIN ELECTRIC CO., INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 0-362 35-0827455
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(260) 824-2900
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) On August 1, 2005 Franklin Electric Co., Inc. (the "Company") entered
into a Consulting Agreement with Jess B. Ford who retired as an
employee of the Company effective August 1, 2005. This agreement is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The entrance into this Consulting Agreement terminates the terms of
Mr. Ford's Employment Agreement previously filed as Exhibit 10.7 to
the Company's Form 10-K for the fiscal year ended December 30, 1995.
Under the terms of the Consulting Agreement, Mr. Ford agrees to
provide the Company with up to 500 hours of consulting services. In
return for the services, the Company will pay Mr. Ford $20,840 per
month for a period of 12 months beginning with the effective date of
the consulting agreement. In addition, Mr. Ford is eligible to
receive an annual performance bonus calculated in the same manner as
the annual performance bonuses for the Company's executive officers.
In addition, during the term of this agreement, which expires 12
months following the effective date but no later than December 31,
2006, Mr. Ford's stock option grants previously awarded will continue
to vest in accordance with the terms of his option agreement. Mr.
Ford's Consulting Agreement replaces a Consulting Agreement
previously filed as Exhibit 10.16 to the Company's Form 10-K for the
fiscal year ended January 1, 2005.
ITEM 9.01 FINANCIAL STATEMENTS & EXHIBITS
c) Exhibits
10.1 Consulting Agreement dated August 1, 2005 between the Company
and Jess B. Ford*
* Management contract or compensatory plan or arrangement
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FRANKLIN ELECTRIC CO., INC.
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(Registrant)
Date August 1, 2005 By /s/ Thomas J. Strupp
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Thomas J. Strupp, Senior Vice
President, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
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Index to Exhibits
Exhibit
Number Description
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10.1 Consulting Agreement dated August 1, 2005 between the
Company and Jess B. Ford
* Management contract or compensatory plan or arrangement
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Exhibit 10.1
CONSULTING AGREEMENT
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This Consulting Agreement will become effective the 1st day of August 2005
between Franklin Electric Co., Inc. ("Franklin") and Jess Ford
("Consultant"). By executing this agreement both parties agree to waive the
90-day notice requirement under Section 2 of Mr. Ford's employment agreement.
Under no circumstances would this Consulting Agreement and Mr. Ford's
Employment Agreement be effective at the same time.
1. SERVICES. Consultant agrees to provide up to 500 hours of consulting
services per annum, as requested by the Chief Executive Officer of
Franklin, respecting the general operations of Franklin both domestic and
international. Services will be scheduled on a mutually acceptable
basis. Consultant shall exercise a reasonable degree of skill and care
in performing the consulting services under this Agreement.
2. FEES. In return for the services provided by Consultant, Franklin agrees
to pay to Consultant $20,840.00 each month for a period of twelve months
beginning with the effective date of this agreement. Further, Consultant
will be eligible to receive an annual performance bonus. The performance
bonus will be a percent of the annual retainer calculated using the
Franklin Executive Officer Performance Bonus Plan formula. The
Consultant will receive a pro-rata share of the bonus based upon the
amount of services provided during the term of this agreement. The
amount of the services provided for calculating the bonus will be
determined by the Chief Executive Officer and the Consultant on a
mutually acceptable basis. During the term of this agreement stock
option grants previously awarded will continue to vest in accordance with
the option agreement document.
3. RELATIONSHIP OF PARTIES. Consultant is an independent contractor and not
an agent or employee of Franklin. Franklin shall have no right to
control Consultant's methods or means for providing the services
designated in this Agreement.
4. INSURANCE, FRINGE BENEFITS AND TAXES. Consultant, during the term of
this agreement, will be covered by Franklin's medical and life insurance
provided employees. This agreement in no way nullifies or changes the
insurance and fringe benefits the consultant may have earned with
Franklin for his employment years.
5. EXPENSES. Consultant may incur expenses in connection with providing the
services. Consultant shall be responsible for paying all such expenses
except that Franklin agrees to reimburse Consultant for the following
expenses: Travel and related business expenses.
6. CONFIDENTIALITY. All information provided to Consultant by Franklin or
obtained by Consultant from Franklin shall be held in confidence and
shall not be disclosed by Consultant to any third party. Consultant
shall not use any of the confidential information for any purpose other
than to provide the consulting services to Franklin. All confidential
information, including all copies or other reproductions made by
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Consultant, shall be deemed the property of Franklin and shall be
returned to Franklin.
7. INVENTIONS AND INFORMATION. All inventions and information developed in
connection with consultant's services shall be the property of Franklin.
Consultant shall execute any documents (including patent applications or
the assignments thereof) necessary to vest in Franklin the full title and
interest in all information, inventions and improvements developed.
8. COVENANT NOT TO COMPETE. During the term of this Agreement and for one
(1) additional year, Consultant shall not, by himself or in connection
with any entity, directly or indirectly, undertake, carry on, participate
in or have any financial interest in, or in any manner advise or assist
any person or entity in, any business involving the subject matter of the
consulting services provided hereunder.
9. TERMINATION. This Agreement expires twelve calendar months following the
effective date but no later than December 31, 2006.
10. MISCELLANEOUS. This Agreement constitutes the entire Agreement between
the parties and it shall be governed by and enforced in accordance with
the laws of the State of Indiana. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be effective
and valid, but if any provision of this Agreement shall be prohibited by
or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of the agreement.
Franklin shall defend Consultant against all claims and proceedings and
shall hold them harmless from all liabilities and losses arising from
anything done or any recommendations made under this contract.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate on the date first written below.
Franklin Electric., Inc. Consultant
By /s/ Gary Ward /s/ Jess B. Ford
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(signature)
Gary Ward, Vice President
Human Resources Jess B. Ford
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(printed name and title) (printed name)
975 NW 119th Ave.
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Coral Springs, FL 33071
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(address)
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(social security number)
Date 7/15/2005 Date 7/11/2005
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