Exhibit 10.30
ENERSYS
AWARD AGREEMENT FOR EMPLOYEES
– RESTRICTED STOCK UNITS
AMENDED AND RESTATED 2006 EQUITY
INCENTIVE PLAN
THIS AWARD AGREEMENT FOR
EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of
,
,
is between ENERSYS, a Delaware corporation (the
“Company”), and the individual identified on the
signature page hereof (the “Participant”).
BACKGROUND
A. The Participant is currently an
employee of the Company or one of its Subsidiaries.
B. The Company desires to
(i) provide the Participant with an incentive to remain in the
employ of the Company or one of its Subsidiaries, and
(ii) increase the Participant’s interest in the success
of the Company by granting restricted stock units (the
“Restricted Stock Units”) to the
Participant.
C. The grant of the Restricted Stock
Units is (i) pursuant to the EnerSys Amended and Restated 2006
Equity Incentive Plan (the “Plan”), (ii) subject
to the terms and conditions of this Agreement, and (iii) not
employment compensation nor and employment right and is at the sole
discretion of the Company’s Compensation
Committee.
NOW, THEREFORE, in consideration of
the covenants and agreements contained in this Agreement, the
parties hereto, intending to be legally bound, agree as
follows:
1. Definitions; Incorporation of
Plan Terms . Capitalized terms used in this Agreement without
definition shall have the meanings assigned to them in the Plan.
This Agreement and the Restricted Stock Units shall be subject to
the Plan. The terms of the Plan are incorporated into this
Agreement by reference. If there is a conflict or an inconsistency
between the Plan and this Agreement, the Plan shall govern. The
Participant hereby acknowledges receipt of a copy of the
Plan.
2. Grant of Restricted Stock
Units . Subject to the provisions of this Agreement and
pursuant to the provisions of the Plan, the Company hereby grants
to the Participant the number of Restricted Stock Units specified
on the signature page of this Agreement. The Company shall credit
to a bookkeeping account (the “Account”) maintained by
the Company, or a third party on behalf of the Company, for the
Participant’s benefit the Restricted Stock Units, each of
which shall be deemed to be the equivalent of one share of the
Company’s common stock, par value $.0.01 per share (each, a
“Share”). If and whenever any cash dividends are
declared on the Shares, on the date such dividend is paid, the
Company will credit to the Account a number of additional
Restricted Stock Units equal to the result of dividing (i) the
product of the total number of Restricted Stock Units credited to
the Account on the record date for such dividend times the per
Share amount of such dividend, by (ii) the Fair Market Value
of one Share on the date such dividend is paid by the Company to
the holders of
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Shares. The additional Restricted Stock Units
shall be or become vested to the same extent as the Restricted
Stock Units that resulted in the crediting of such additional
Restricted Stock Units.
3. Terms and Conditions . All
of the Restricted Stock Units shall initially be
unvested.
(a) Vesting . Twenty-five
percent (25%) of the Restricted Stock Units (rounded up to the
nearest whole number) shall vest on the first anniversary of the
date of this Agreement and on each of the next three
(3) successive anniversaries thereof unless previously vested
or forfeited in accordance with the Plan or this Agreement;
provided, however, that upon a Change in Control, or if the
Participant’s employment terminates due to death, Permanent
Disability, or the Participant terminates employment for Good
Reason, or is terminated without Cause, the Restricted Stock Units,
to the extent then still unvested, shall immediately become vested.
Notwithstanding the foregoing, upon a Participant’s
termination of employment for any reason, the Company’s
Compensation Committee, in its sole discretion, may waive any
vesting restrictions then remaining and permit the immediate
vesting of all remaining unvested Restricted Stock
Units.
(b) Restrictions on Transfer
. Until the Restricted Stock Units vest as provided in
Section 3(a) of this Agreement or as otherwise provided in the
Plan, no transfer of the Restricted Stock Units or any of the
Participant’s rights with respect to the Restricted Stock
Units, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. Unless the Company’s
Compensation Committee determines otherwise, upon any attempt to
transfer any Restricted Stock Units or any rights in respect of the
Restricted Stock Units before vesting, such unit, and all of the
rights related to such unit, shall be immediately forfeited by the
Participant and transferred to, and reacquired by, the Company
without consideration of any kind.
(c) Forfeiture . Upon
termination of the Participant’s employment with the Company
or a Subsidiary for any reason other than one of the reasons set
forth in the first sentence of Section 3(a), the Participant
shall forfeit any and all Restricted Stock Units which have not
vested as of the date of such termination and transfer such units
to the Company without consideration of any kind. Notwithstanding
the foregoing, upon a Participant’s termination of employment
for any reason, the Company’s Compensation Committee, in its
sole discretion, may waive any vesting restrictions then remaining
and permit the immediate vesting of all remaining unvested
Restricted Stock Units.
(d) Payment . The Company
shall make a payment to the Participant of the Restricted Stock
Units credited to the Account as provided in Section (2) upon
the vesting of such Restricted Stock Units pursuant to
Section 3(a). Payment shall be made in Shares equal to the
number of vested Restricted Stock Units credited to the Account.
Payment shall be made as soon as practicable after the applicable
payment event, but in no event later than 30 days after the date of
the applicable payment event.
4. Noncompetition . The
Participant agrees with the Company that, for so long as the
Participant is employed by the Company or any of its Subsidiaries
and continuing for twelve (12) months (or such longer period
as may be provided in an employment or similar
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agreement between the Participant and the
Company or one of its Subsidiaries) following a termination of such
employment that occurs after any of the Restricted Stock Units have
vested, the Participant will not, without the prior written consent
of the Company, directly or indirectly, and whether as principal or
investor or as an employee, officer, director, manager, partner,
consultant, agent, or otherwise, alone or in association with any
other person, firm, corporation, or other business organization,
become involved in a Competing Business in any geographic area in
which the Company or any of its Subsidiaries has engaged during
such period in a Competing Business, or in which the Participant
has knowledge of the Company’s plans to engage in a Competing
Business (including, without limitation, any area in which any
customer of the Company or any of its Subsidiaries may be located);
provided, however, that the provisions of this Section 5 shall
apply solely to those activities of a Competing Business, with
which the Participant was personally involved or for which the
Participant was responsible while employed by the Company or its
Subsidiaries during the twelve (12) month period preceding
termination of the Participant’s employment.
5. Wrongful Solicitation . As
a separate and independent covenant, the Participant agrees with
the Company that, for so long as the Participant is employed by the
Company or any of its Subsidiaries and continuing for twelve
(12) months (or such longer period as may be provided in an
employment or similar agreement between the Participant and the
Company or one of its Subsidiaries) following a termination of such
employment that occurs after any of the Restricted Stock Units have
vested, the Participant will not engage in any Wrongful
Solicitation.
6. Confidentiality;
Specific Performance .
(a) The Participant agrees with the
Company that the Participant will not at any time, except in
performance of the Participant’s obligations to the Company
hereunder or with the prior written consent of the Company,
directly or indirectly, reveal to any person, entity, or other
organization (other than the Company, or its employees, officers,
directors, stockholders, or agents) or use for the
Participant’s own benefit any information deemed to be
confidential by the Company or any of its Affiliates
(“Confidential Information”) relating to the assets,
liabilities, employees, goodwill, business, or affairs of the
Company or any of its Affiliates, including, without limitation,
any information concerning past, present, or prospective customers,
manufacturing processes, marketing, operating, or financial data,
or other confidential information used by, or useful to, the
Company or any of its Affiliates and known (whether or not known
with the knowledge and permission of the Company or any of its
Affiliates and whether or not at any time prior to the Date of
Grant developed, devised, or otherwise created in whole or in part
by the efforts of the Participant) to the Participant by reason of
the Participant’s employment with, equity holdings in, or
other association with the Company or any of its Affiliates. The
Participant further agrees that the Participant will retain all
copies and extracts of any written Confidential Information
acquired or developed by the Participant during any such
employment, equity holding, or association in trust for the sole
benefit of the Company, its Affiliates, and their successors and
assigns. The Participant further agrees that the Participant will
not, without the prior written consent of the Company, remove or
take from the Company&rs
