FORM OF STOCK OPTION AGREEMENT 2004/2006 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (this "Agreement") is dated as of _________ ____, _____, between ENERSYS, a Delaware corporation (the "Company"), and the individual identified on the signature page hereof (the "Participant")

Exhibit 10.1

FORM OF STOCK OPTION AGREEMENT

2004/2006 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT (this "Agreement") is dated as of _________ ____, _____, 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 to the Participant nonqualified stock options (the "Options") to purchase shares of the Company's common stock, par value $0.01 per share (the "Common Stock").

C. The grant of the Options is (i) pursuant to the EnerSys [2004/2006] Equity Incentive Plan (the "Plan"), (ii) subject to the terms and conditions of this Agreement, and (iii) not employment compensation nor an employment right and is at the sole discretion of the Company's Compensation Committee.

AGREEMENT

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. • • 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 Options shall be subject to the Plan. The terms of which are hereby incorporated herein by reference. If there is conflict or inconsistency between the Plan and this Agreement, the Plan shall govern. The Participant hereby acknowledges receipt of a copy of the Plan.
       2. Restrictions on Transfer . Except as otherwise expressly provided in the Plan, none of the Options may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of (or made the subject of a derivative transaction) to or with any third party otherwise than by will or the laws of descent and distribution and the Options shall be exercisable during the Participant's lifetime only by the Participant.
       3. Grant of Options . The Participant is awarded the number of Options specified on the signature page hereof, at the Option Price indicated thereon. The Options are not intended to qualify as incentive stock options under Section 422 of the Code. Each Option shall entitle the Participant to purchase, upon payment of the applicable Option Price in any manner provided by the Plan, one share of Common Stock. The shares of Common Stock issuable upon exercise of the Options are from time to time referred to herein as the "Option Shares." For purposes of the Plan and this Agreement, the Date of Grant shall be as indicated on the signature page hereof. The Options shall be exercisable as provided in this Agreement.
       4. Terms and Conditions of Options . The Options evidenced by this Agreement are subject to the following terms and conditions:
       5. 1. Vesting . The Options shall vest and become exercisable as follows: 25% of the Options shall vest and become exercisable on each of the first four anniversaries of the Date of Grant 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 Retirement or the Participant terminates employment for Good Reason or the Participant is terminated without Cause, the Options, to the extent then unvested, shall immediately become vested and exercisable. Notwithstanding the foregoing sentence, upon a Participant's termination of employment for any reason, the Compensation Committee, in its sole discretion and subject to the approval of the approval of a majority of the disinterested members of the Board of Directors, may waive any requirement for vesting then remaining and permit, for a specified period or time, the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.
          2. Option Period . The Options shall expire (to the extent not previously exercised or forfeited) on, and shall not be exercisable following, the tenth anniversary of the Date of Grant. In addition, all Options shall be subject to earlier expiration as provided herein or in the Plan. Upon termination of the Participant's employment with the Company or a Subsidiary for any reason (other than termination for Cause or as a result of resignation without good reason), the Participant may exercise the Options, to the extent then vested, at any time until the earlier of (i) the 60th day following termination of employment and (ii) the expiration date of the option specified in this Section 4(b); provided, however, that if the Participant's employment is terminated for Cause or the Participant resigns without Good Reason, all of the Participant's Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in the second sentence of Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of the Participant's employment with the Company or a Subsidiary for any reason, all Options which have not theretofore vested shall, without any action on the part of any Person, immediately expire and be canceled without any payment therefor.
          3. Notice of Exercise . Subject to Sections 4(d), 4(f), and 8(b) hereof, the Participant may exercise any or all of the Options (to the extent vested and not forfeited) by giving written notice to the Compensation Committee. The date of exercise of an Option shall be the later of (i) the date on which the Compensation Committee receives such written notice or (ii) the date on which the conditions provided in Sections 4(d), 4(f), and 8(b) hereof are satisfied.
          4. Payment . At the time of any exercise, the Participant shall pay to the Company the Option Price of the shares as to which this Option is being exercised by delivery of consideration equal to the product of the Option Price and the number of shares purchased, together with any amounts required to be withheld for tax purposes under Section 17(c) of the Plan. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Compensation Committee for that purchase, which forms may (but are not required to) include (i) cash; (ii) check or wire transfer; (iii) tendering (either actually or by attestation) shares of Common Stock already owned by the Participant, provided that the shares have been held for the minimum period required by applicable accounting rules to avoid a charge to the Company's earnings for financial reporting purposes or were not acquired from the Company as compensation; (iv) to the extent permitted by applicable law, Cashless Exercise; or (v) such other consideration as the Compensation Committee may permit in its sole discretion; provided , however , that any Participant may, at any time, exercise any Vested Option (or portion thereof) owned by him pursuant to a Cashless Exercise without any prior approval or consent of the Compensation Committee.
          5. Stockholder Rights . The Participant shall have no rights as a stockholder with respect to any shares of Common Stock issuable upon exercise of the Options until the Participant has made payment pursuant to Section 4(d) and a certificate or certificates evidencing such shares shall have been issued to the Participant, and no adjustment shall be made for dividends or distributions or other rights in respect of any share for which the record date is prior to the date upon which the Participant shall become the holder of record thereof.
          6. Limitation on Exercise . The Options shall not be exercisable unless the offer and sale of the shares of Common Stock subject thereto have been registered under the 1933 Act and qualified under applicable state "blue sky" laws, or the Company has determined that an exemption from registration under the 1933 Act and from qualification under such state "blue sky" laws is available. The Company may require, as a condition to exercise of an Option, that the Participant make certain representations and warranties as to the Participant's investment intent with respect to the Option Shares.
          7. Delivery of Certificate . As soon as practicable following the exercise of any Options, a certificate evidencing the appropriate number of shares of Common Stock issued in connection with such exercise shall be issued in the name of the Participant.
          8. Dividends and Distributions . Any shares of