EXIDE TECHNOLOGIES 2004 STOCK INCENTIVE PLAN Restricted Shares Award Agreement Award No.
Exhibit 10.1
EXIDE TECHNOLOGIES
2004 STOCK INCENTIVE PLAN
2004 STOCK INCENTIVE PLAN
Award
No.
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this
Restricted Shares Award Agreement (“Award Agreement”), and in the Exide Technologies 2004
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 the Committee pursuant to Section 4 of the Plan, and that such determinations,
interpretations or other actions are (unless arbitrary and capricious) final, conclusive and
binding upon all parties, including you, your heirs, and representatives. Capitalized terms are
defined in the Plan or in this Award Agreement.
1. Specific Terms. Your Restricted Shares have the following terms:
Name of Participant
|
Xxxxxxx X. Xxxxx, Xx. | |
Number of Shares
Subject to Award Agreement
|
20,000 | |
Award Date
|
June 5, 2007 | |
Vesting
|
Your Restricted Shares under this Award Agreement shall vest on March 31, 2008; subject to acceleration as provided in the Plan, and to your Continuous Service with the Company not ending before the vesting date | |
Lifetime Transfer
|
Allowed. |
2. Dividends. Any cash dividends on your Restricted Shares will be held by the Company
(unsegregated as part of its general assets) until the period of forfeiture lapses (and forfeited
if the underlying Shares are forfeited), and paid over to you as soon as practicable after such
period lapses (if not forfeited).
3. Investment Purposes. You acknowledge that you are acquiring your Restricted Shares for
investment purposes only and without any present intention of selling or distributing them.
4. Issuance of Restricted Shares. Until vesting restrictions lapse, any certificates that
you receive for Restricted Shares will include a legend stating that they are subject to the
restrictions set forth in the Plan and this Award Agreement.
5. Lapse of Vesting Restrictions. As vesting restrictions lapse, the Company shall cause
certificates for Shares to be issued and delivered to you, with any such legends and restrictions
that the Committee may determine to be appropriate. Certificates shall not be delivered to you
unless you have made arrangements satisfactory to the Committee to satisfy tax-withholding
obligations.
6. Section 83(b) Election Notice. If you are a U.S. citizen and make an election under
Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Shares
underlying your Restricted Shares (a “Section 83(b) election”), you agree to provide a copy
of such election to the Company within 10 days after filing that election with the Internal Revenue
Service. Exhibit A contains a suggested form of Section 83(b) election.
7. Occurrence of a Change in Corporate Control. Notwithstanding Section 12(c) of the Plan,
if these Restricted Shares are assumed or substituted by a Successor Corporation in a Change in
Control, and your employment is Involuntarily Terminated by the Successor Corporation in connection
with, or within 12 months following consummation of, the Change in Control, then your right to
these Restricted Shares shall become fully vested.
8.
Transfer. This Award Agreement may not be sold, pledged, or otherwise transferred
without the prior written consent of the Committee.
9.
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 Shares awarded
hereby. You shall designate the Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as Exhibit B (the
“Designation of Beneficiary”) and delivering an executed copy of the Designation of
Beneficiary to the Company.
10. 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.
11. 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.
12.
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. 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.
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the
Company agree that the Restricted Shares are awarded under and governed by the terms and conditions
of this Award Agreement and the Plan.
| EXIDE TECHNOLOGIES | ||||||||
| By: | ||||||||
| A duly authorized Director or Officer | ||||||||
| Address: | 00000 Xxxxxxxxx Xxxxxxx | |||||||
| Building 200 | ||||||||
| Alpharetta, GA 30004 | ||||||||
The undersigned hereby accepts the terms of this Award Agreement and the Plan.
| Address: |
EXIDE TECHNOLOGIES
2004 STOCK INCENTIVE PLAN
2004 STOCK INCENTIVE PLAN
Exhibit A
Section 83(b) Election Form
Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO MAKE A SECTION
83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE RESTRICTED SHARES COVERED BY THE
ELECTION WERE AWARDED TO YOU. In order to make the election, you must completely fill out the
attached form and file one copy with the Internal Revenue Service office where you file your tax
return. In addition, one copy of the statement also must be submitted with your income tax return
for the taxable year in which you make this election. Finally, you also must submit a copy of the
election form to the Company within 10 days after filing that election with the Internal Revenue
Service. A Section 83(b) election normally cannot be revoked.
EXIDE TECHNOLOGIES
2004 STOCK INCENTIVE PLAN
2004 STOCK INCENTIVE PLAN
Election to Include Value of Restricted Shares in Gross Income
in Year of Transfer Under Internal Revenue Code Section 83(b)
in Year of Transfer Under Internal Revenue Code Section 83(b)
Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after
receiving the property described herein to be taxed immediately on its value specified in item 5
below.
| 1. | My General Information: |
| Name: | ||||||
| Address: | ||||||
| S.S.N. or T.I.N.: |
||||||
| 2. | Description of the property with respect to which I am making this election: |
&n
bsp; shares of stock of Exide Technologies Restricted
Shares.
| 3. | The Restricted Shares were transferred to me on ___, 20___. This election relates to the 20___ calendar taxable year. |
| 4. | The Restricted Shares are subject to the following restrictions: |
The Restricted Shares are forfeitable until they is are earned in accordance with
Section 7 of the Exide Technologies 2004 Stock Incentive Plan (“Plan”) the
Restricted Shares Award Agreement (“Award Agreement”) or other Award
Agreement or Plan provisions. The Restricted Shares generally are not transferable
until my interest becomes vested and nonforfeitable, pursuant to the Award
Agreement and the Plan.
| 5. | Fair market value: |
The fair market value at the time of transfer (determined without regard to any
restrictions other than restrictions which by their terms never will lapse) of the
Restricted Shares with respect to which I am making this election is
$ ___ per share.
| 6. | Amount paid for Restricted Shares: |
The
amount I paid for the Restricted Shares is $ ___ per share.
| 7. | Furnishing statement to employer: |
A copy of this statement has been furnished to my employer,
. If the
transferor of the Restricted Shares is not my employer, that entity also has been
furnished with a copy of this statement.
| 8. | Award Agreement or Plan not affected: |
Nothing contained herein shall be held to change any of the terms or conditions of
the Award Agreement or the Plan.
Dated: ___, 200_.
EXIDE TECHNOLOGIES
2004 STOCK INCENTIVE PLAN
2004 STOCK INCENTIVE PLAN
Exhibit B
Designation of Beneficiary
In connection with the RESTRICTED SHARES AWARD AGREEMENT (the “Award Agreement”)
entered into on September 21, 2006 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 2004 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: | ||||||
Sworn to before me this
___ day of , 2007
___ day of , 2007
County of |
||||
State of |
||||
