Exhibit 10.1
[LOGO OF EXIDE]
Corporate Headquarters
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
000.000.0000 tel
000.000.0000 fax
Xxxxxx Xxxxxxxx, Esq.
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
August 15, 2002
Dear Xxxxxx:
This letter when countersigned and returned by you shall constitute the
agreement ("Agreement") between you and Exide Technologies ("Exide" or the
"Company") regarding the terms of your employment with the Company, which will
begin on September 1, 2002 (the "Start Date").
Position, Salary, and Bonus
The title of your position with the Company will be General Counsel,
Senior Vice President and Secretary, and you will report directly to the Chief
Executive Officer. The location of your position will be at the Company's
headquarters in Princeton, New Jersey, provided that it may be necessary for you
from time to time in the performance of the duties of your office to travel to
other of the Company's offices or to other locations. As General Counsel you
will have the authority and responsibility customary to that position in a
public company of Exide's size. Your annual base salary and annual target bonus
will be $250,000 and 40% of base salary, respectively, subject to periodic
review and increase by the Company (in the current year, the bonus will be
prorated to reflect the period of your employment with the Company). You will be
entitled annually to three weeks of vacation. You shall also be entitled to
participate in any long-term or other incentive compensation plans that may be
adopted hereafter by the Company, whether equity-based or otherwise, in which
other executive officers of the Company generally are eligible to participate
and at commensurate levels with such executives.
Health, Retirement, and Other Customary Benefits
You shall be entitled to participate in all Company health, welfare and
other benefit plans made available to other executive officers of the Company
and you shall receive all benefits generally available to such persons
thereunder on the same terms and subject to the same conditions as and at
comparable levels to such persons, including health benefits, retirement plans
Confidential
and related contributions benefits, life insurance coverage and disability
benefits. You shall also receive such other incidental perquisites and benefits
as shall from time to time be afforded generally to other executive officers of
the Company.
Income Protection Policy and Plan Eligibility and Benefits
In order to provide you with certainty as to your eligibility, and
expressly to confirm your entitlement to receive what may otherwise be
considered discretionary benefits under the Company's Post Separation Income
Protection Policy for Salaried Employees (the "Policy"), as amended by the
Income Protection Policy Plan, approved by the Bankruptcy Court on July 30,
2002, (the "Plan"), and to clarify the scope and coverage of such benefits, the
Company hereby agrees that you (i) qualify as a Salaried Employee under the
Policy and (ii) shall be considered a Category A Employee for purposes of the
Plan (a copy of the Policy and Plan as in effect on the date hereof are enclosed
with this letter for your reference). To the extent that the determination of
benefits available under the Plan is within the discretion of the Plan
Administrator, during the term of your employment with the Company and for so
long as you are receiving benefits under the Plan, your eligibility to receive
benefits and the benefits available to you under the Plan (which shall be the
maximum benefits for which you are eligible) will not be diminished.
Relocation Reimbursement
In accordance with the Company's relocation assistance plan (the "Relo
Plan"), a copy of which is attached for reference, the Company agrees that you
are eligible for and will receive reimbursement for the costs and expenses
itemized in the Relo Plan for your move from the Washington, D.C. area to the
Princeton, N.J. area, which shall include, among other things, packing
assistance for your household move. In addition, the Company shall grant you an
exception under the Relo Plan to reimburse the expenses associated with moving a
reasonable amount of exercise equipment as part of the relocation to Princeton.
In addition, the Company will make a one-time payment to you of $20,000
partially to offset the cost of property taxes in New Jersey. Other exceptions,
if applied for by you, will be considered under the terms of the Relo Plan or
other applicable Company policy.
The Company agrees that if the Relo Plan is amended in any respect
after the date hereof with respect to any benefit you are eligible for
thereunder or hereunder, you shall continue to be eligible for and receive the
benefits to which you were entitled immediately prior to any such amendment,
unless such amendment shall afford you a greater benefit in which case you shall
be entitled to receive such greater benefit. The Company agrees that it shall
take no action inconsistent with any of the foregoing and that if the Relo Plan
is nonetheless otherwise terminated, suspended or voided or for any reason you
are not covered thereby or the full benefits contemplated by this Agreement are
not available to you pursuant thereto, the Company shall nevertheless make
available to you all of the payments and benefits contemplated hereby as if such
Relo Plan continued in full force and effect.
In the event of your Qualified Termination or resignation for Good
Reason (as defined in the attached Plan document) "Plan" is defined above within
two years of your Start Date, the Company shall provide you promptly with
reimbursement for your reasonable costs and expenses to move out of Princeton,
so long as such move occurs within nine months following the date of such
termination or resignation and only to the extent that such costs and expenses
are not, directly or indirectly, paid, advanced or reimbursed to you by another
employer or in connection with other employment.
Confidential
Indemnification
The Company agrees to maintain Directors' and Officers' liability
insurance coverage in reasonable amounts and to afford to you full
indemnification coverage by the Company as permitted under applicable law,
including an obligation to advance expenses, with respect to any matter for
which you may properly be indemnified by the Company.
Miscellaneous
The Company confirms that, subject to the approval of the Company's
Board of Directors, it has the authority to enter into the obligations included
in this Agreement and has taken all corporate and other action necessary or
appropriate to approve the arrangements contemplated by this Agreement.
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing by you and
the Company. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey applicable to contracts made and to be
performed entirely within such State. In the event that any portion or aspect of
any provision of this Agreement shall be deemed to be invalid or unenforceable
for any reason, in whole or in part, the remainder of this Agreement shall
remain in full force and effect to the fullest extent permitted by law so as to
achieve the lawful commercial intent of the parties to this Agreement. Except to
the extent that it would be inconsistent with the foregoing sentence, the
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect. This Agreement sets
forth the entire agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written.
If this letter accurately reflects our agreement, please execute and
return to the Company a copy of this letter.
Exide Technologies
_______________________________________
Xxxxxx X. Xxxxx
Executive Vice President
Global Human Resources
Accepted and agreed to:
____________________________
Xxxxxx Xxxxxxxx
Confidential
