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 regarding 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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Name of
Participant
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Number of Units
Subject to Award
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Agreement
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Award
Date
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September 16,
2009
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Vesting
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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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Lifetime
Transfer
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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 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 transferr
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