EXIDE TECHNOLOGIES 2009 STOCK INCENTIVE PLAN Non-Employee Director Restricted Stock Units Award Agreement
Exhibit 4.6
Award No.
You are hereby awarded Restricted Stock Units subject to the terms and conditions set forth in
this Non-Employee Director Restricted Stock Units Award Agreement (“Award Agreement”), and
in the Exide Technologies 2009 Stock Incentive Plan (the “Plan”), which is attached. You
should carefully review these documents, and consult with your personal financial advisor, in order
to fully understand the implications of this Award, including your tax alternatives and their
consequences.
By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and
conditions as if they had been set out verbatim in this Award Agreement. In addition, you
recognize and agree that all determinations, interpretations, or other actions respecting the Plan
and this Award Agreement will be made by the Board of Directors of Exide Technologies (the
“Board”), or, to the extent delegated by the Board, the Compensation Committee pursuant to
Sections 9 and 14 of the Plan, and that such determinations, interpretations or other actions are
final, conclusive and binding upon all parties, including you, your heirs, and representatives.
Capitalized terms not defined in this Award Agreement are defined in the Plan.
1. Specific Terms. Your Restricted Stock Units have the following terms:
Name of Participant: |
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Number of Units
Subject to Award
Agreement: |
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Award Date:
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September 16, 2009 | |
Vesting:
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Your Restricted Stock Units under this Award Agreement shall vest and become nonforfeitable on the date on which you complete one year of service as a Director after the Award Date or the date of the 2010 annual meeting of the shareholders of the Company, if earlier, so long as your Continuous Service with the Company does not end until such date; subject in each case to acceleration as provided in the Plan. | |
Lifetime Transfer:
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Not permitted in accordance with Section 12 of the Plan. |
2. Dividends. You will not be entitled to any dividends that may be declared on the shares
of Common Stock underlying the Restricted Stock Units or any payment in lieu thereof under this
Award Agreement prior to the date on which the Restricted Stock Units become vested. During the
period from the date the Restricted Stock Units become vested to the Payment Date (as hereinafter
defined), if the Company pays dividends, the Company shall accrue the dividends associated with the
shares of Common Stock underlying the Restricted Stock Units, either in cash or in additional
shares of Common Stock, as determined by the Board. Any such dividends shall be paid pursuant to
Section 3.
3. Settlement. As soon as practicable, but not later than 15 days after the Payment Date,
the Company shall release to you one share of Common Stock for each nonforfeitable Restricted Stock
Unit. The Payment Date shall be the date of your “separation from service” from the Company as
such term is defined for purposes of Section 409A(a)(2)(A)(i) of the Code. Any Restricted Stock
Units that remain unvested on the date of your separation from service shall be forfeited.
4. Occurrence of a Change in Corporate Control. Notwithstanding Section 15 of the Plan, if
these Restricted Stock Units are assumed or substituted by a successor corporation (or a parent or
subsidiary of a successor corporation) in a Change in Control, and you incur a separation from
service in connection with the Change in Control, then these Restricted Stock Units shall become
fully vested and shall be released in accordance with Section 3.
5. Death or Disability. In the event you incur a separation from service due to death or
Disability (as defined for purposes of Section 409A(a)(2)(A)(ii) of the Code), then your right to
these Restricted Stock Units shall become fully vested and shall be released in accordance with
Section 3.
6. Transfer. This Award Agreement may not be sold, pledged, or otherwise transferred
without the prior written consent of the Board or, to the extent the Board has delegated authority,
the Compensation Committee.
7. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein
or in the Plan, following the execution of this Award Agreement, you may expressly designate a
beneficiary (the “Beneficiary”) to your interest, if any, in the Restricted Stock Units
awarded hereby. You shall designate the Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as Exhibit A (the
“Designation of Beneficiary”) and delivering an executed copy of the Designation of
Beneficiary to the Company.
8. Tax Withholding. You agree, by accepting the Restricted Stock Units awarded under this
Award Agreement, to pay to the Company (or otherwise provide for) the amount of any Federal, state,
local or foreign income taxes or other taxes incurred by reason of the vesting or release of any
Restricted Stock Units or Shares covered by this Award Agreement that the Company or any Affiliate
may be required to withhold with respect thereto. Taxes for this purpose shall include, without
limitation, United Kingdom (UK) income tax and UK primary class 1 (employee’s) national insurance
contributions. On the Payment Date, such withheld taxes shall be satisfied by the reduction of the
number of Shares to be released, with any fractional
Shares that would otherwise be delivered being rounded up to the next whole Share;
provided, however, that you may elect to pay or provide for such withheld taxes (i)
in cash, (ii) by delivery or attesting to ownership of Shares owned by you for at least 6 months
prior to the Payment Date or (ii) any combination of such methods. For purposes hereof, Shares
will be valued at Fair Market Value. The obligations under this Section 8 are in addition to any
obligations under the Plan.
9. Adjustments. The Restricted Stock Units awarded hereby may be adjusted or terminated in
any manner as contemplated by the Plan or this Agreement.
10. Nature of Grant. You acknowledge and agree that, in addition to the restrictions in
Section 24 of the Plan, (a) the Plan is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b)
the grant of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu
of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole
discretion of the Company; (d) participation in the Plan is voluntary; (e) the Restricted Stock
Units are not a part of normal or expected compensation or salary for any purposes, including, but
not limited to, calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (f) you
shall not be entitled to compensation for any loss of any right or benefit under the Restricted
Stock Units whether by way of damages for breach of contract or otherwise; and (g) the future value
of the underlying shares is unknown and cannot be predicted with certainty.
11. Notices. Any notice, payment or communication required or permitted to be given by any
provision of this Award Agreement shall be in writing and shall be delivered personally or sent by
certified mail, return receipt requested, addressed as follows: (i) if to the Company, at the
address set forth on the signature page, to the attention of: Board of Directors of Exide
Technologies; (ii) if to you, at the address set forth below your signature on the signature page.
Each party may, from time to time, by notice to the other party hereto, specify a new address for
delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given
as of the date such notice is personally delivered or properly mailed.
12. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan,
every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legatees, legal representatives,
successors, transferees, and assigns.
13. Modifications. This Award Agreement may be modified or amended at any time by the
Committee, provided that your consent must be obtained for any modification that adversely alters
or impairs any rights or obligations under this Award Agreement, unless there is an express Plan
provision permitting the Committee to act unilaterally to make the modification.
14. Headings. Headings shall be ignored in interpreting this Award Agreement.
15. Severability. Every provision of this Award Agreement and the Plan is intended to be
severable, and any illegal or invalid term shall not affect the validity or legality of the
remaining terms.
16. Governing Law. This Award Agreement shall be interpreted, administered and otherwise
subject to the laws of the State of Delaware (disregarding any choice-of-law provisions).
17. Compliance with Section 409A of the Code. To the extent applicable, it is intended
that this Award Agreement and the Plan comply with the provisions of Section 409A of the Code, so
that the income inclusion provisions of Section 409A(a)(1) do not apply to you. This Award
Agreement and the Plan shall be administered in a manner consistent with this intent.
18. Counterparts. This Award Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute the same instrument.
19. Data Protection. By signing below, you explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form, of your personal data by and among, as
applicable, the Company and its subsidiaries and affiliates for the exclusive purpose of
implementing, administering and managing your participation in the Plan. You hereby understand
that the Company and its subsidiaries and affiliates hold the following personal information about
you: your name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares or directorships held in the
Company, details of all Restricted Stock Units or any other entitlement to Shares awarded,
cancelled, exercised, vested, unvested or outstanding in your favor, for the purpose of
implementing, administering and managing the Plan (“Data”). You hereby understand that
Data may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in your country or elsewhere
(including countries outside of the European Economic Area), and that the recipient’s country may
have different data privacy laws and protections than your country. You hereby understand that you
may request a list with the names and addresses of any potential recipients of the Data by
contacting your local human resources representative. You authorize the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with whom you may elect
to deposit any shares acquired upon vesting of the Restricted Stock Units. You hereby understand
that Data will be held only as long as is necessary to implement, administer and manage your
participation in the Plan. You hereby understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary amendments
to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in
writing your local human resources representative. You hereby understand, however, that refusing
or withdrawing your consent may affect your ability to participate in the Plan. For more
information on the consequences of your refusal to consent or withdrawal of consent, you hereby
understand that you may contact your local human resources representative.
[Signatures appear on following page]
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the
Company agree that the Restricted Stock Units are awarded under and governed by the terms and
conditions of this Award Agreement and the Plan.
| EXIDE TECHNOLOGIES |
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| By: | ||||
| A duly authorized Director or Officer | ||||
| Address: | 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxx 000 Xxxxxx, XX 00000 |
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The undersigned hereby accepts the terms of this Award Agreement and the Plan.
| Address: | ||||
EXIDE TECHNOLOGIES
2009 STOCK INCENTIVE PLAN
2009 STOCK INCENTIVE PLAN
Exhibit A
Designation of Beneficiary
In connection with the RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”)
entered into on ________, 2009 between Exide Technologies (the “Company”) and
[Participant], an individual residing at [Address] (the “Recipient”), the Recipient hereby
designates the person specified below as the beneficiary of the Recipient’s interest in Restricted
Shares (as defined in the 2009 Stock Incentive Plan of the Company) awarded pursuant to the Award
Agreement. This designation shall remain in effect until revoked in writing by the Recipient.
| Name of Beneficiary: | |||||
| Address: | |||||
| Social Security No.: | |||||
The Recipient understands that this designation operates to entitle the above-named
beneficiary to the rights conferred by the Award Agreement from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including
by delivery to the Company of a written designation of beneficiary executed by the Recipient on a
later date.
| Date: | ||||
| By: | ||||
