Exhibit 10.31
EMPLOYEE STOCK OPTION
AGREEMENT
(6 month vesting—3 1/2 year
life)
2004 EQUITY INCENTIVE
PLAN
THIS EMPLOYEE STOCK OPTION
AGREEMENT (this
“Agreement”) is dated as of
(the “Date of Grant”) 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 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
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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 100% and become exercisable 6 months following 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 may, in its
sole discretion, waive any requirement for vesting then remaining
and permit, for a specified period of time consistent with the
second sentence of Section 4(b) hereof 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,
three and one half (3 1 / 2 ) years from 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) Exercise . Subject to the
Company’s Policy on Insider Trading, and 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. The date of
exercise of an Option shall be 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
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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.
(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 Shares . As
soon as practicable following the exercise of any Options, the
appropriate number of shares of Common Stock issued in connection
with such exercise shall be issued by the Company’s transfer
agent, in the name of the Participant by (a) paper certificate
delivered to the Participant, or (b) electronic delivery to
the Company’s representative broker.
(h) Dividends and
Distributions . Any shares of Common Stock or other securities
of the Company received by the Participant as a result of a stock
dividend or other distribution in respect of Option Shares shall be
subject to the same restrictions as such Option Shares, and all
references to Option Shares hereunder shall be deemed to include
such shares of Common Stock or other securities.
(i) Special Exercise
Provisions . Notwithstanding anything to the contrary in the
Plan or in this Agreement, if the Participant is employed or
resides in China or Italy, then the Participant shall only exercise
the Options granted hereunder
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