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Exhibit
10.2
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. 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:
(a) Vesting . The
Options shall vest and become exercisable as follows: 1/3 of the
Options shall vest and become exercisable on each of the first
three 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 of 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) Dividends and
Distributions . Any shares of Common Stock or
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