ENERSYS INDENTURE Dated as of DEBT SECURITIES WILMINGTON TRUST COMPANY TrusteeIndenture • November 23rd, 2007 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
INDENTURE dated as of _________ __, ____, among EnerSys, a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Trustee”).
INDENTURE Dated as of April 23, 2015 Among ENERSYS, THE GUARANTORS NAMED HEREIN and MUFG UNION BANK, N.A., as TrusteeIndenture • April 23rd, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
INDENTURE, dated as of April 23, 2015, among EnerSys, a Delaware corporation (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”) and MUFG Union Bank, N.A., as Trustee (herein called the “Trustee”).
Shares ENERSYS Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2004 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Banc of America Securities LLC William Blair & Company, L.L.C. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
CREDIT AGREEMENT among ENERSYS, VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and RB INTERNATIONAL FINANCE (USA) LLC and PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • March 29th, 2011 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
CREDIT AGREEMENT, dated as of March 29, 2011, among ENERSYS, a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Wells Fargo Bank, National Association, as Syndication Agent (in such capacity, the “Syndication Agent”), RB International Finance (USA) LLC and PNC Bank, National Association, as Co-Documentation Agents and Co-Managers (in such capacities, the “Co-Documentation Agents”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1 are used herein as so defined.
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS UNDER THE SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLANAward Agreement for Employees – Market Share Units • November 2nd, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS (this “Agreement”), dated as of May 12, 2015, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
PLEDGE AGREEMENTPledge Agreement • May 17th, 2004 • EnerSys • New York
PLEDGE AGREEMENT, dated as of March 17, 2004 (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned (each, a “Pledgor” and, together with each other entity which becomes a party hereto pursuant to Section 25, collectively, the “Pledgors”) and Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 24th, 2023 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of March 22, 2023 (the “Fourth Amendment Effective Date”), is among, EnerSys, a Delaware corporation (the “Company”), the Designated Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent and the L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.
ContractEmployment Agreement • May 17th, 2004 • EnerSys • New York
EMPLOYMENT AGREEMENT dated as of November 9, 2000, between YUASA, INC., a Pennsylvania corporation (the “Company”), and CHARLES K. McMANUS (the “Executive”).
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2010 EQUITY INCENTIVE PLANAward Agreement for Employees – Restricted Stock Units • May 31st, 2011 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of , is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
April 1, 2019Severance Agreement • June 1st, 2020 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
EnerSys (the “Company”) considers it essential and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a termination of employment related to a change in control of the Company may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule) SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLANEmployee Stock Option Agreement • November 2nd, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of May 12, 2015, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
INDEMNIFICATION AGREEMENT (DIRECTORS AND OFFICERS)Indemnification Agreement • May 30th, 2017 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
INDEMNIFICATION AGREEMENT dated as of ____ (this “Agreement”), between ENERSYS, a Delaware corporation (the “Company”), and the other party signatory hereto (the “Indemnitee”).
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2023 EQUITY INCENTIVE PLANAward Agreement for Employees – Restricted Stock Units • August 7th, 2024 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of _____, ____, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
ENERSYS EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule) UNDER THE 2023 EQUITY INCENTIVE PLANEmployee Stock Option Agreement • August 7th, 2024 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of ______, ____, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
3,200,000 Shares ENERSYS Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2009 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
The portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on June 18, 2009, that are incorporated by reference into Part III of the Company’s Annual Report of Form 10-K for the fiscal year ended March 31, 2009.
SUBSIDIARIES GUARANTYSubsidiaries Guaranty • May 17th, 2004 • EnerSys • New York
SUBSIDIARIES GUARANTY, (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of March 17, 2004, made by and among each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 27 hereof, the “Guarantors”) in favor of Bank of America, N.A., as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Second-Lien Credit Agreement (as defined below) shall be used herein as therein defined.
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLANAward Agreement for Employees – Restricted Stock Units • May 31st, 2016 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of May 16, 2016, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2017 EQUITY INCENTIVE PLANAward Agreement for Employees – Restricted Stock Units • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of ___________, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
ENERSYS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS DEFERRED STOCK UNITS 2023 EQUITY INCENTIVE PLANAward Agreement for Non-Employee Directors - Deferred Stock Units • August 9th, 2023 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania
THIS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS –DSUs (this “Award 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”).
EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule) SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLANEmployee Stock Option Agreement • May 31st, 2016 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of May 16, 2016, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 9th, 2014 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of July 8, 2014, among ENERSYS, a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower as Subsidiary Guarantors (the “Subsidiary Guarantors”), the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.
CREDIT AGREEMENT Dated as of August 4, 2017 among ENERSYS, The Other Borrowers Party Hereto, The Guarantors Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and The Other Lenders Party Hereto JPMORGAN...Credit Agreement • August 9th, 2017 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 4, 2017, among ENERSYS, a Delaware corporation (the “Company”), the other Borrowers from time to time party hereto, the Guarantors party hereto, each Lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule)Employee Stock Option Agreement • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of ______, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2010 EQUITY INCENTIVE PLANAward Agreement for Employees – Restricted Stock Units • May 28th, 2013 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of , is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2020 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Washington
and between ALPHA TECHNOLOGIES, Inc., a Washington corporation, with offices located at 3767 Alpha Way, Bellingham, WA 98226 (hereinafter called the "Corporation") and Andrew Zogby, residing at 15421 Harrow Lane, Poway, CA 92064
CREDIT AGREEMENT among ENERSYS, ENERSYS CAPITAL INC., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and LEHMAN COMMERCIAL PAPER INC., as Documentation AgentCredit Agreement • May 17th, 2004 • EnerSys • New York
CREDIT AGREEMENT, dated as of March 17, 2004, among ENERSYS, a Delaware corporation (“Holdings”), ENERSYS CAPITAL INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Morgan Stanley Senior Funding, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), and Lehman Commercial Paper Inc., as Documentation Agent (in such capacity, the “Documentation Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used herein as so defined.
ENERSYS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS DEFERRED STOCK UNITSAward Agreement for Non-Employee Directors - Deferred Stock Units • August 9th, 2017 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
THIS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS –DSUs (this “Award Agreement”) is made as of _____________, 20__ (the “Grant Date”) between EnerSys, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Director”).
CONSULTING AND SEPARATION AGREEMENTConsulting and Separation Agreement • June 1st, 2010 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
This CONSULTING AND SEPARATION AGREEMENT (the “Agreement”) is entered into on November 23, 2009, by and between EnerSys, a Delaware corporation (the “Company”), and Michael T. Philion (the “Executive”).
ContractEmployment Agreement • August 8th, 2007 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies
Employment Agreement as of July 1, 2007 between EH Europe GmbH Löwenstrasse 32 8001 Zurich referred to as: “Employer” and Raymond R. Kubis referred to as: “Executive” concerning Employment as Managing Director
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS UNDER THE AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLANAward Agreement for Employees – Market Share Units • May 27th, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS (this “Agreement”), dated as of _________, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – TSR PERFORMANCE SHARE UNITS UNDER THE 2017 EQUITY INCENTIVE PLANAward Agreement for Employees – TSR Performance Share Units • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – TSR PERFORMANCE SHARE UNITS (this “Agreement”), dated as of _____________, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
ContractSecurityholder Agreement • July 26th, 2004 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York
WHEREAS, the Company, the MSCP Securityholders and certain members of management of the Company entered into a Shareholder Agreement dated as of November 9, 2000 (the “2000 Shareholder Agreement”), with respect to certain matters related to the Company and its equityholders, and the 2000 Shareholder Agreement was amended and restated as of March 22, 2002 (the “2002 Securityholder Agreement”); and, the parties hereto desire to amend and restate the 2002 Securityholder Agreement with respect to certain matters related to the Company and certain of its equityholders;
December 28, 2022Severance Agreement • December 28th, 2022 • EnerSys • Miscellaneous electrical machinery, equipment & supplies
EnerSys (the “Company”) considers it essential and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a termination of employment related to a change in control of the Company may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
ENERSYS AWARD AGREEMENT FOR EMPLOYEES – EPS PERFORMANCE SHARE UNITS UNDER THE 2017 EQUITY INCENTIVE PLANAward Agreement for Employees – Eps Performance Share Units • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
THIS AWARD AGREEMENT FOR EMPLOYEES – EPS PERFORMANCE SHARE UNITS (this “Agreement”), dated as of __________is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).
FORM OF STOCK OPTION AGREEMENT 2004/2006 EQUITY INCENTIVE PLANStock Option Agreement • May 6th, 2008 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania
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”).
