Exhibit 10.29
ENERSYS
Award Agreement for
Non-Employee Directors – Restricted Stock Units
(RSUs)
THIS AWARD AGREEMENT FOR
NON-EMPLOYEE DIRECTORS – RSUs (this “Agreement’) is made as
of
(the “Grant Date”) between EnerSys, a Delaware
corporation (the “Company”), and the individual
identified on the signature page hereof (the
“Director”).
WHEREAS , the Director is currently a non-employee
director of the Company and, pursuant to the EnerSys Amended and
Restated 2006 Equity Incentive Plan (the “Plan”) and
the Voluntary Deferred Compensation Plan For Non-Employee Directors
(“DCP”), and upon the terms and subject to the
conditions hereinafter set forth, the Company desires to provide
the Participant with an incentive to increase the Director’s
interest in the success of the Company through the granting to the
Director of restricted stock units (“RSUs”).
1. Grant of Restricted Stock
Units . Subject to the provisions of this Award Agreement
and pursuant to the provisions of the Plan, the Company hereby
grants to the Director the number of RSUs specified on the
signature page hereof.
2. Terms Subject to the
Plan . This Award Agreement is subject to, and governed by,
the provisions of the Plan and the DCP, and, unless the context
requires otherwise, terms used herein shall have the same meaning
as in the Plan, except for the term “Change of Control, which
shall have the meaning set forth in the DCP. In the event of a
conflict between or among the provisions of the Plan, the DCP and
this Award Agreement, the Plan shall control; and, as between this
Award Agreement and the DCP, the DCP shall control.
3 . RSU Account . 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 Director’s benefit the
RSUs, 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”). 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 RSUs
equal to the result of dividing (i) the product of the total
number of RSUs credited to the Account on the record date for such
dividend and 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 Shares. The additional RSUs shall be
or become vested to the same extent as the RSUs that resulted in
the crediting of such additional RSUs.
4. Vesting . All of
the RSUs shall initially be unvested. The RSUs shall become fully
vested 13 months following the Grant Date, provided the
Director has continued service on the Board through such date. All
of the RSUs credited to the Account shall become fully vested upon
the occurrence of a Change in Control, provided the Director is
serving as a director of the Company at the time of such Change in
Control.
5. Cessation of Service
. In the event the Director ceases to serve as a director of
the Company, other than as a result of death, the RSUs credited to
the Account that were not vested on the date of such cessation of
service shall be immediately forfeited. In the event of the
Director’s death while serving on the Board, all of the RSUs
credited to the Account shall become fully vested .
Notwithstanding Section 4 hereof and the foregoing, upon the
Director’s cessation of services, a majority of the
Compensation Committee may, in its sole discretion, waive any
vesting restrictions then remaining and permit the immediate
vesting of all unvested RSUs.
6. Forfeiture upon Engaging in
Detrimental Activities . If, at any time prior to the first
anniversary of when the Director ceases service as a
dire
