STOCK OPTION AMENDMENT AND CASH PAYMENT AGREEMENT
Exhibit (a)(8)
STOCK OPTION AMENDMENT
AND
CASH PAYMENT AGREEMENT
THIS AGREEMENT made between Exide Technologies (the “Company”) and you (the “Optionee”) shall
be effective on the date of the Company’s acceptance of your intended options for amendment
pursuant to the Offer to Amend Eligible Options (the “Offer”) and will constitute a binding
agreement between the Company and you upon the terms and subject to the conditions of the Offer.
WHEREAS, the Company previously granted to the Optionee the options identified on attached
Schedule I (the “Eligible Options”) to purchase shares of the Company’s common stock under
the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”).
WHEREAS, the Company and the Optionee entered into a formal Stock Option Agreement (the
“Option Agreement”) evidencing each such Eligible Option.
WHEREAS, in order to avoid adverse tax consequences under Section 409A of the Internal Revenue
Code of 1986, as amended, the Optionee desires to amend each of the unexercised Eligible Options to
increase the exercise price per share to the higher exercise price per share indicated on
Schedule I.
WHEREAS, in order to compensate the Optionee for the increased exercise price, the Company is
willing to make to the Optionee a special cash payment in a dollar amount equal to the aggregate
increase in the exercise prices for the Eligible Options listed on Schedule I.
NOW THEREFORE, the parties hereby agree as follows:
1. Increased Exercise Price. The exercise price per share set forth in the Option
Agreement for each of the Eligible Options listed on Schedule I is hereby increased, with
respect to the unexercised portion of that Eligible Option, to the higher exercise price per share
set forth for that Eligible Option on Schedule I.
2. Cash Payment.
2.1 Subject to the terms of the Offer, the Company will make a special cash payment to the
Optionee with respect to each Eligible Option.
2.2 The amount of the cash payment payable with respect to each Eligible Option that is
amended to increase the exercise price will be determined by multiplying (a) the amount by which
the adjusted exercise price exceeds the exercise price per share currently in effect for that
Eligible Option by (2) the number of shares of the Company’s common stock purchasable under that
Eligible Option at the adjusted exercise price.
2.3 The cash payment will be paid (a) on the first regular payroll date after January 1, 2008
with respect to any portion of an amended Eligible Option that has vested as of December 31, 2007
and (b) on the last business day of the quarter in which any portion of an amended Eligible Option
has vested with respect to that portion of an amended Eligible Option that vests following December
31, 2007.
2.4 You must remain employed by the Company on the date each portion of your amended Eligible
Option vests to receive the cash payment payable with respect to that portion of your amended
Eligible Option.
2.5 The payment, when made, will be subject to all applicable withholding taxes required to be
withheld by the Company.
3. Entire Agreement. This Agreement, together with the Option Agreements (to the
extent not expressly amended hereby) and the Plan, represents the entire agreement of the parties
with respect to the Eligible Options and the special cash payment and supersedes any and all
previous contracts, arrangements or
understandings between the parties with respect to such Eligible Options and the special cash
payment. This Agreement may be amended at any time only by means of a writing signed by the
Optionee and an authorized officer of the Company.
4. Continuation of Option Agreements. Except for the foregoing increases to the
exercise prices per share for the unexercised portion of the Eligible Options, no other terms or
provisions of the Option Agreements for such Eligible Options or the applicable Plan have been
modified as a result of this Agreement, and those terms and provisions shall continue in full force
and effect.
IN WITNESS WHEREOF, this instrument is executed as of , 2007.
OPTIONEE
|
EXIDE TECHNOLOGIES | |
Signature
|
By | |
Print Name
|
Title |
2
SCHEDULE I
AMENDED ELIGIBLE OPTION AND SPECIAL CASH PAYMENT
| Adjusted Exercise | ||||||||||||||||
| Total Number of | Exercise Price Per | Price Per Share | Special Cash | |||||||||||||
| Original Grant | Shares Underlying | Share Prior to | Following | Payment Subject | ||||||||||||
| Date | Options | Amendment | Amendment | to Terms of Offer | ||||||||||||
| $ | $ | $ | ||||||||||||||
