EXHIBIT 10.12
EXIDE CORPORATION
AMENDED AND RESTATED
NONQUALIFIED STOCK OPTION AGREEMENT
This Amended and Restated Nonqualified Stock Option Agreement (this
"Agreement"), is made as of January 11, 2000 by Exide Corporation, a Delaware
corporation (the "Company"), in favor of Xxxxxx X. Xxxxxxxxx (the "Optionee").
This Agreement amends and restates the Nonqualified Stock Option Agreement, made
as of April 16, 1999, made by the Company in favor of the Optionee.
As a material inducement to Optionee's agreement to become employed by the
Company, on April 16, 1999 (the "Grant Date") the Company granted to the
Optionee an option (the "Option") to acquire 100,000 shares of the Company's
common stock, par value $.01 per share (the "Option Shares").
Although the Option was not granted pursuant to a stock option plan, the
Option was originally subject to the administrative provisions of the Company's
1993 Long-Term Incentive Plan. However, following the adoption of the Company's
1999 Stock Incentive Plan (the "Plan"), the Compensation Committee of the Board
of Directors, at a meeting held January 11, 2000 determined that it would be
desirable for the Option to be subject to the administrative provisions of the
Plan and accordingly approved this Agreement. Certain terms used herein are
defined in paragraph 7 below.
The parties hereto hereby agree as follows:
1. Option. Subject to the terms and conditions set forth herein and
------
in the Plan, the Optionee has been granted an Option to purchase the Option
Shares at a price per share of $14.125 (the "Exercise Price"), payable upon
exercise as set forth in Section 7(c) of the Plan. The Option shall expire at
the close of business on the tenth anniversary of the Grant Date (the
"Expiration Date"), subject to earlier expiration as provided in Section 7(b)(2)
of the Plan. The Exercise Price and the number and kind of shares of the
Company's Common Stock or other property for which the Option may be exercised
shall be subject to adjustment as provided in Section 9 of the Plan. The Option
is not intended to qualify as an "incentive stock option" within the meaning of
Section 422 of the Code.
2. Exercisability/Vesting.
----------------------
(a) Normal Vesting. The Option granted hereunder may be exercised
--------------
only to the extent it has become vested. The Option shall be fully vested on the
Grant Date.
(b) Vesting Under Certain Circumstances. Notwithstanding paragraph
-----------------------------------
2(a) above, under certain circumstances the vesting rules in Section 7(b)(2) of
the Plan shall apply.
1
3. Procedure for Exercise. Subject to the terms of this Agreement
----------------------
and the Plan, the Optionee may exercise all or any portion of the Option by
delivering written notice to the Company in the form attached hereto as Exhibit
-------
A together with payment of the Exercise Price in accordance with the provisions
-
of Section 7(c) of the Plan. The Option may not be exercised for a fraction of
an Option Share.
4. Conformity with Plan. The Option is not granted pursuant to a
--------------------
stock option plan, however, the Option is intended to conform in all respects
with, and is subject to the administrative provisions of, the Plan (which is
incorporated herein by reference). Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan.
5. Rights of Optionee. Nothing in this Agreement shall interfere
------------------
with or limit in any way the right of the Company to terminate the Optionee's
employment at any time (with or without cause), nor confer upon the Optionee any
right to continue in the employ of the Company for any period of time or to
continue his or her present (or any other) rate of compensation.
6. Withholding of Taxes. Withholding of taxes in connection with the
--------------------
exercise of the Option shall occur in accordance with Section 13 of the Plan.
7. Certain Definitions. For the purposes of this Agreement, the
-------------------
following terms shall have the meanings set forth below:
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
----
any successor statute.
"Common Stock" shall mean the Company's common stock, par value $.01
------------
per share.
"Company" shall mean Exide Corporation, a Delaware corporation, and
-------
(except to the extent the context requires otherwise) any subsidiary corporation
of the Company as such term is defined in Section 424(f) of the Code.
"Option Shares" shall mean (I) all shares of Common Stock issued or
-------------
issuable upon the exercise of the Option and (ii) all shares of Common Stock
issued with respect to the Common Stock referred to in clause (I) above by way
of stock dividend or stock split or in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Common
Stock.
* * * * *
2
Signature Page to Amended and Restated Stock Option Agreement
IN WITNESS WHEREOF, the Company has executed this Agreement as of January
11, 2000.
Optionee: Xxxxxx X. Xxxxxxxxx
Number of Option Shares: 100,000
Exercise Price: $14.125 per share
Grant Date: April 16, 1999
Normal Vesting: 100,000 Option Shares on April 16, 1999
EXIDE CORPORATION
By:________________________________
Xxxx X. Xxxxxxx
President and COO
OPTIONEE
Xxxxxx X. Xxxxxxxxx
EXHIBIT A
Form of Letter to be Used to Exercise Stock Option
___________
Date
Exide Corporation
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
I wish to exercise the stock option granted on April 16, 1999 and evidenced
by an Amended and Restated Nonqualified Stock Option Agreement, dated as of
January 11, 2000 (the "Agreement"), to acquire __________ shares of Common Stock
of Exide Corporation, at an exercise price of $14.125 per share. In accordance
with the provisions of paragraph 1 of the Agreement, I wish to make payment of
the exercise price (please check all that apply):
[_] in cash
[_] by delivery of a promissory note
[_] by delivery of shares of Common Stock held by me
[_] by simultaneous sale through a broker of Option Shares
Please issue a certificate for these shares in the following name:
______________________________
Name
______________________________
Address
______________________________
Very truly yours,
____________________________
Signature
____________________________
Typed or Printed Name
____________________________
Social Security Number
