EXIDE TECHNOLOGIES
2009 STOCK INCENTIVE PLAN
Non-Employee Director Restricted
Stock Units Award Agreement
You
are hereby awarded Restricted Stock Units subject to the terms and
conditions set forth in this Non-Employee Director Restricted Stock
Units Award Agreement (“ Award Agreement ”), and
in the Exide Technologies 2009 Stock Incentive Plan (the “
Plan ”), which is attached. You should carefully
review these documents, and consult with your personal financial
advisor, in order to fully understand the implications of this
Award, including your tax alternatives and their
consequences.
By
executing this Award Agreement, you agree to be bound by all of the
Plan’s terms and conditions as if they had been set out
verbatim in this Award Agreement. In addition, you recognize and
agree that all determinations, interpretations, or other actions
respecting the Plan and this Award Agreement will be made by the
Board of Directors of Exide Technologies (the “ Board
”), or, to the extent delegated by the Board, the
Compensation Committee pursuant to Sections 9 and 14 of the
Plan, and that such determinations, interpretations or other
actions are final, conclusive and binding upon all parties,
including you, your heirs, and representatives. Capitalized terms
not defined in this Award Agreement are defined in the
Plan.
1.
Specific Terms . Your Restricted Stock Units have the following
terms:
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Number of Units
Subject to Award Agreement:
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September 16, 2009
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Your Restricted
Stock Units under this Award Agreement shall vest and become
nonforfeitable on the date on which you complete one year of
service as a Director after the Award Date or the date of the 2010
annual meeting of the shareholders of the Company, if earlier, so
long as your Continuous Service with the Company does not end until
such date; subject in each case to acceleration as provided in the
Plan.
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Not permitted
in accordance with Section 12 of the Plan.
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2.
Dividends . You
will not be entitled to any dividends that may be declared on the
shares of Common Stock underlying the Restricted Stock Units or any
payment in lieu thereof under this Award Agreement prior to the
date on which the Restricted Stock Units become vested. During the
period from the date the Restricted Stock Units become vested to
the Payment Date (as hereinafter defined), if the Company pays
dividends, the Company shall accrue the dividends associated with
the shares of Common Stock underlying the Restricted Stock Units,
either in cash or in additional shares of Common Stock, as
determined by the Board. Any such dividends shall be paid pursuant
to Section 3.
3.
Settlement . As
soon as practicable, but not later than 15 days after the
Payment Date, the Company shall release to you one share of Common
Stock for each nonforfeitable Restricted Stock Unit. The Payment
Date shall be the date of your “separation from
service” from the Company as such term is defined for
purposes of Section 409A(a)(2)(A)(i) of the Code. Any
Restricted Stock Units that remain unvested on the date of your
separation from service shall be forfeited.
4.
Occurrence of a Change in Corporate Control .
Notwithstanding Section 15 of
the Plan, if these Restricted Stock Units are assumed or
substituted by a successor corporation (or a parent or subsidiary
of a successor corporation) in a Change in Control, and you incur a
separation from service in connection with the Change in Control,
then these Restricted Stock Units shall become fully vested and
shall be released in accordance with Section 3.
5. Death
or Disability . In
the event you incur a separation from service due to death or
Disability (as defined for purposes of
Section 409A(a)(2)(A)(ii) of the Code), then your right to
these Restricted Stock Units shall become fully vested and shall be
released in accordance with Section 3.
6.
Transfer. This
Award Agreement may not be sold, pledged, or otherwise transferred
without the prior written consent of the Board or, to the extent
the Board has delegated authority, the Compensation
Committee.
7.
Designation of Beneficiary . Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this
Award Agreement, you may expressly designate a beneficiary (the
“ Beneficiary ”) to your interest, if any, in
the Restricted Stock Units awarded hereby. You shall designate the
Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as
Exhibit A (the “ Designation of
Beneficiary ”) and delivering an executed copy of the
Designation of Beneficiary to the Company.
8. Tax
Withholding . You
agree, by accepting the Restricted Stock Units awarded under this
Award Agreement, to pay to the Company (or otherwise provide for)
the amount of any Federal, state, local or foreign income taxes or
other taxes incurred by reason of the vesting or release of any
Restricted Stock Units or Shares covered by this Award Agreement
that the Company or any Affiliate may be required to withhold with
respect thereto. Taxes for this purpose shall include, without
limitation, United Kingdom (UK) income tax and UK primary
class 1 (employee’s) national insurance contributions. On the
Payment Date, such withheld taxes shall be satisfied by the
reduction of the number of Shares to be released, with any
fractional
Shares that
would otherwise be delivered being rounded up to the next whole
Share; provided , however , that you may elect to pay
or provide for such withheld taxes (i) in cash, (ii) by
delivery or attesting to ownership of Shares owned by you for at
least 6 months
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