EX-10.1






Exhibit 10.1




INDEMNIFICATION AGREEMENT




This Indemnification Agreement (this “Agreement”) dated       , 2010, by and
between Exide Technologies, a Delaware corporation (the “Company”), and       , an
individual (“Indemnitee”).



RECITALS




A. Competent and experienced persons are reluctant to serve or to continue to serve as
directors and officers of corporation or in other capacities unless they are provided with adequate
protection through insurance or indemnification (or both) against claims against them arising out
of their service and activities on behalf of the corporation.



B. Uncertainties relating to the availability of adequate insurance have increased the
difficulty for corporations of attracting and retaining competent and experienced persons to serve
in such capacity.



C. The Board of Directors of the Company (the “Board of Directors”) has determined that the
continuation of present trends in litigation will make it more difficult to attract and retain
competent and experienced persons to serve as directors and officers of the Company, that this
situation is detrimental to the best interests of the Company’s stockholders and that the Company
should act to assure such persons that there will be increased certainty of adequate protection in
the future.



D. As a supplement to and in the furtherance of the Company’s Certificate of Incorporation,
as amended (the “Certificate”), and Bylaws, as amended (the “Bylaws”), it is reasonable, prudent,
desirable and necessary for the Company contractually to obligate itself to indemnify, and to pay
in advance expenses on behalf of, directors and officers to the fullest extent permitted by law so
that they will serve or continue to serve the Company free from concern that they will not be so
indemnified and that their expenses will not be so paid in advance;



E. This Agreement is not a substitute for, nor does it diminish or abrogate any rights of
Indemnitee under, the Certificate and the Bylaws or any resolutions adopted pursuant thereto
(including any contractual rights of Indemnitee that may exist).



F. Indemnitee is a director and/or officer of the Company and his or her willingness to
continue to serve in such capacity is predicated, in substantial part, upon the Company’s
willingness to indemnify him or her to the fullest extent permitted by the laws of the State of
Delaware and upon the other undertakings set forth in this Agreement.



AGREEMENT




NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Company
and Indemnitee hereby agree as follows:



ARTICLE 1

CERTAIN DEFINITIONS




Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth
below:



“Change of Control” shall mean (i) any “Person” or “Group” (within the meaning of Sections
13(d) and 14(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is or
shall (A) be the “beneficial owner” (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange
Act) of 20% or more on a fully diluted basis of the voting and/or economic interest in the
Company’s then outstanding shares of common stock or (B) have obtained the power (whether or not
exercised) to elect a majority of the Company’s directors, (ii) the Board of Directors of the
Company shall cease to consist of individuals who as the date of this Agreement (an “Incumbent
Director”) constitute at least a majority of the Board of Directors; provided, however that any
individual who becomes a director of the Company subsequent to the date of this Agreement and whose
election or appointment by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least a majority of the then Incumbent Directors will be
considered as an Incumbent Director, unless such individual’s initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
person or entity other than the Company regardless of whether such director was subsequently
“approved” by at least a majority of the Incumbent Directors; (iii) approval by the shareholders of
the Company of (A) a reorganization, merger, amalgamation, scheme of arrangement, consolidation or
similar transaction, in each case, with respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger, amalgamation, scheme of arrangement,
consolidation or similar transaction do not, immediately thereafter, own more than a majority of
the then-outstanding shares of the Company’s capital stock entitled to vote generally in the
election of directors of the reorganized (including by means of scheme of arrangement), merged,
amalgamated, consolidated or other surviving company’s then-outstanding voting securities, (B) a
liquidation or dissolution of the Company or (C) the sale of all or substantially all of the assets
of the Company in any one transaction or series of related transactions; or (iv) a “change of
control” or similar event as provided for in that certain Credit Agreement dated as of May 15,
2007, among Exide Technologies, Exide Global Holding Netherlands C.V., the Lenders from time to
time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent, as may be
amended from time to time.



“Controlled Affiliate” means any corporation, limited liability company, partnership, joint
venture, trust or other Enterprise, whether or not for profit, that is directly or indirectly
controlled by the Company. For purposes of this definition, the term “control” means the
possession, directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of an Enterprise, whether through the ownership of voting securities,
through other voting rights, by contract or otherwise; provided, however, that direct or indirect
beneficial ownership of capital stock or other interests in an Enterprise entitling the holder to
cast 30% or more of the total number of votes generally entitled to be cast in the election of
directors (or persons performing comparable functions) of such Enterprise will be deemed to
constitute “control” for purposes of this definition.



“Corporate Status” means the status of a person who is or was a director, officer, employee,
partner, member, manager, trustee, fiduciary or agent of the Company or of any other Enterprise
which such person is or was serving at the request of the Company. In addition to any service at
the actual request of the Company, Indemnitee will be deemed, for purposes of this Agreement, to be
serving or to have served at the request of the Company as a director, officer, employee, partner,
member, manager, trustee, fiduciary or agent of another Enterprise if Indemnitee is or was serving
as a director, officer, employee, partner, member, manager, fiduciary, trustee or agent of such
Enterprise and (i) such Enterprise is or at the time of such service was a Controlled Affiliate,
(ii) such Enterprise is or at the time of such service was an employee benefit plan (or related
trust) sponsored on maintained by the Company or a Controlled Affiliate or (iii) the Company or a
Controlled Affiliate directly or indirectly caused Indemnitee to be nominated, elected, appointed,
designated, employed, engaged or selected to serve in such capacity.



“Disinterested Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by an Indemnitee.



“Enterprise” means the Company and any other corporation, partnership, limited liability
company, joint venture, employee benefit plan, trust or other entity or other enterprise of which
Indemnitee is or was serving at the request of the Company in a Corporate Status.



“Expenses” means all attorney’s fees, disbursements and retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service
fees and all other disbursements or expenses paid or incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,
or otherwise participating in, a Proceeding, or in connection with seeking indemnification under
this Agreement. Expenses will also include Expenses paid or incurred in connection with any appeal
resulting from any Proceeding, including the premium, security for and other costs relating to any
appeal bond or its equivalent. Expenses, however, will not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee.



“Independent Counsel” means an attorney or firm of attorneys that is experienced in matters of
corporation law and neither currently is, nor in the past five (5) years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning the Indemnitee under this Agreement and/or the indemnification
provisions of the Certificate or Bylaws, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any
person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. Notwithstanding the foregoing, in the event that no such
attorney or firm of attorneys can be located, “Independent Counsel” shall mean the attorney or firm
of attorneys that the parties mutually agree is independent.



“Losses” means any loss, liability, judgments, damages, amounts paid in settlement, fines
(including excise taxes and penalties assessed with respect to employee benefit plans), penalties
(whether civil, criminal or otherwise) and all interest, assessments and other charges paid or
payable in connection with or in respect of any of the foregoing.



“Proceeding” means any threatened, pending or completed action, suit, claim, demand,
arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing
or any other actual, threatened or completed proceeding, including any and all appeals, whether
brought by or in the right of the Company or otherwise, whether civil, criminal, administrative or
investigative, whether formal or informal, and in each case whether or not commenced prior to the
date of this Agreement, in which Indemnitee was, is or will be involved as a party or otherwise, by
reason of or relating to Indemnitee’s Corporate Status and by reason of or relating to either (i)
any action or alleged action taken by Indemnitee (or failure or alleged failure to act) or of any
action or alleged action (or failure or alleged failure to act) taken on Indemnitee’s part, while
acting in his or her Corporate Status or (ii) the fact that Indemnitee is or was serving at the
request of the Company as director, officer, employee, partner, member, manager, trustee, fiduciary
or agent of another Enterprise, in each case whether or not serving in such capacity at the time
any Loss or Expense is paid or incurred for which indemnification or advancement of Expenses can be
provided under this Agreement, except one initiated by Indemnitee to enforce his or her rights
under this Agreement. For purposes of this definition, the term “threatened” will be deemed to
include Indemnitee’s good faith belief that a claim or other assertion may lead to institution of a
Proceeding.



References to “serving at the request of the Company” include any service as a director,
officer, employee or agent of the Company which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the participants and beneficiaries of an employee benefit plan will
be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred
to under applicable law or in this Agreement.



ARTICLE 2

SERVICES TO THE COMPANY




2.1 Services to the Company. Indemnitee agrees to serve as a director or officer of the
Company at the will of the Company so long as Indemnitee is duly elected or appointed, as
the case may be, and qualified to so serve in accordance with applicable provisions of the Bylaws
or until such earlier time as Indemnitee tenders his or her resignation in writing. Indemnitee may
at any time and for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law), in which event the Company will have no
obligation under this Agreement to continue Indemnitee in such position. This Agreement will not
be construed as giving Indemnitee any right to be retained in the service or employ of the Company
(or any other Enterprise) and does not create a service or employment contract between the Company
(or any other Enterprise) and Indemnitee.



ARTICLE 3

INDEMNIFICATION




3.1 Company Indemnification. Except as otherwise provided in this Article 3 or Article
13, if Indemnitee was, is or becomes a party to, or was or is threatened to be made a party to,
or was or is otherwise involved in, any Proceeding, the Company will indemnify and hold harmless
Indemnitee to the fullest extent permitted by the Certificate, Bylaws and applicable law, as the
same exists or may hereafter be amended, interpreted or replaced (but in the case of any such
amendment, interpretation or replacement, only to the extent that such amendment, interpretation or
replacement permits the Company to provide broader indemnification rights than were permitted prior
thereto), against any and all Expenses and Losses, and any federal, state, local or foreign taxes
imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are
paid or incurred by Indemnitee in connection with such Proceeding. For purposes of this Agreement,
the meaning of the phrase “to the fullest extent permitted by law” will include to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”) or any section
that replaces or succeeds Section 145 of the DGCL with respect to such matters.



3.2 Mandatory Indemnification if Indemnitee is Wholly or Partly Successful. Notwithstanding
any other provision of this Agreement (other than Section 6.10 and Article 13), to the
extent that Indemnitee has been successful, on the merits or otherwise, in defense of any
Proceeding or any part thereof, the Company will indemnify Indemnitee against all Expenses that are
paid or incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in
such Proceeding, but is successful, on the merits or otherwise, as to one or more but fewer than
all claims, issues or matters in such Proceeding, the Company will indemnify and hold harmless
Indemnitee against all Expenses paid or incurred by Indemnitee in connection with each successfully
resolved claim, issue or matter on which Indemnitee was successful. For purposes of this
Section 3.2, the termination of any Proceeding, or any claim, issue or matter in such
Proceeding, by dismissal with or without prejudice will be deemed to be a successful result as to
such Proceeding, claim, issue or matter.



3.3 Indemnification for Expenses of a Witness. Subject to Article 13, to the extent that
Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which
Indemnitee is not a party, the Company will indemnify Indemnitee against all Expenses paid or
incurred by Indemnitee on his or her behalf in connection therewith.



ARTICLE 4

ADVANCEMENT OF EXPENSES




4.1 Expense Advances. Except as set forth in Section 4.2, the Company will, if
requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee
(hereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in
connection with any Proceeding (whether prior to or after its final disposition). Indemnitee’s
right to each Expense Advance will not be subject to the satisfaction of any standard of conduct
and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the
other provisions of this Agreement, or under provisions of the Certificate or Bylaws or otherwise.
Each Expense Advance will be unsecured and interest free and will be made by the Company without
regard to Indemnitee’s ability to repay the Expense Advance; provided, however, that, if
applicable law requires, an Expense Advance will be made only upon delivery to the Company of an
undertaking (hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such Expense
Advance if it is ultimately determined, by final decision by a court or arbitrator, as applicable,
from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified
for such Expenses under the Certificate, Bylaws, the DGCL, this Agreement or otherwise. An Expense
eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an
action to enforce the right of advancement provided for in this Article 4, including
Expenses incurred preparing and forwarding statements to the Company to support the Expense
Advances claimed. No amounts advanced hereunder shall be deemed an extension of credit by the
Company to Indemnitee.



4.2 Exclusions. Indemnitee will not be entitled to any Expense Advance in connection with any
of the matters for which indemnity is excluded or limited pursuant to Section 3.4 or Article
13.



4.3 Timing. An Expense Advance pursuant to Section 4.1 will be made as promptly as
practicable, and in any event within five (5) business days after the receipt by the Company of a
written statement or statements from Indemnitee requesting such Expense Advance (which statement or
statements will include, if requested by the Company, reasonable detail underlying the Expenses for
which the Expense Advance is requested), whether such request is made prior to or after final
disposition of such Proceeding. Such request must be accompanied by or preceded by the
Undertaking, if then required by the DGCL or any other applicable law.



ARTICLE 5

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY




5.1 Contribution by Company. To the fullest extent permitted by applicable law, if the
indemnification provided for in this Agreement is unavailable to Indemnitee for any reason, other
than as expressly contemplated by this Agreement, the Company, in lieu of indemnifying Indemnitee,
will contribute to the amount of Expenses and Losses incurred or paid by Indemnitee in connection
with any Proceeding in proportion to the relative benefits received by the Company and all
officers, directors and employees of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the
other hand, from the transaction from which such Proceeding arose; provided, however, that the
proportion determined on the basis of relative benefit may, to the extent necessary to conform to
applicable law, be further adjusted by reference to the relative fault of the Company and all
officers, directors and employees of the Company other than Indemnitee who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the
other hand, in connection with the events that resulted in such Expenses and Losses, as well as any
other equitable considerations which applicable law may require to be considered. The relative
fault of the Company and all officers, directors and employees of the Company other than Indemnitee
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand,
and Indemnitee, on the other hand, will be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary, and the degree to which their conduct was
active or passive.



5.2 Indemnification for Contribution Claims by Others. To the fullest extent permitted by
law, subject to Article 13, the Company will fully indemnify and hold Indemnitee harmless from any
claims of contribution which may be brought by other officers, directors or employees of the
Company who may be jointly liable with Indemnitee for any Loss or Expense arising from a
Proceeding.



ARTICLE 6

PROCEDURES AND PRESUMPTIONS FOR THE

DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION




6.1 Notification of Proceeding; Request for Indemnification. Indemnitee agrees to notify
promptly the Company in writing of any Proceeding for which indemnification will or could be sought
under this Agreement; provided, however, that a delay in giving such notice will not deprive
Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent
that, the Company did not otherwise learn of the Proceeding and such delay is materially
prejudicial to the Company’s ability to defend such Proceeding; and, provided, further, that notice
will be deemed to have been given without any action on the part of Indemnitee in the event the
Company is a party to the same Proceeding. The omission to notify the Company will not relieve the
Company from any liability for indemnification which it may have to Indemnitee otherwise than under
this Agreement. Indemnitee may deliver to the Company a written request to have the Company
indemnify and hold harmless Indemnitee in accordance with this Agreement. Subject to Section
6.10, such request may be delivered from time to time and at such time(s) as Indemnitee deems
appropriate in his or her sole discretion. Following such a written request for indemnification,
Indemnitee’s entitlement to indemnification shall be determined according to Section 6.2.
The Secretary of the Company will, promptly upon receipt of such a request for indemnification,
advise the Board of Directors in writing that Indemnitee has made a request for
indemnification. The Company will be entitled to participate in any Proceeding at its own
expense.



6.2 Determination of Right to Indemnification. Upon written request by Indemnitee for
indemnification pursuant to Section 6.1 hereof with respect to any Proceeding, a
determination, if, but only if, required by applicable law, with respect to Indemnitee’s
entitlement thereto will be made by one of the following, at the election of Indemnitee: (1) so
long as there are Disinterested Directors with respect to such Proceeding, a majority vote of the
Disinterested Directors, even though less than a quorum of the Board of Directors, (2) so long as
there are Disinterested Directors with respect to such Proceeding, a committee of such
Disinterested Directors designated by a majority vote of such Disinterested Directors, even though
less than a quorum of the Board of Directors or (3) if a Change of Control has occurred since the
date of this Agreement, if there are no such Disinterested Directors or, even if there are such
Disinterested Directors, if the Board of Directors, by majority vote of Disinterested Directors, so
directs, determination under this Agreement of the Indemnitee’s entitlement to indemnification will
be made by Independent Counsel in a written opinion delivered to the Board of Directors, a copy of
which will also be delivered to Indemnitee. The person, persons or entity chosen to make a
determination under this Agreement of the Indemnitee’s entitlement to indemnification will act
reasonably and in good faith in making such determination.



6.3 Selection of Independent Counsel. If the determination of entitlement to indemnification
pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel
will be selected as provided in this Section 6.3. The Independent Counsel will be selected
by the Board of Directors and the Company will give written notice to Indemnitee advising him or
her of the identity of Independent Counsel so selected. Indemnitee, within ten days after such
written notice of selection is given, may deliver a written objection of such selection; provided,
however, that any such objection may be asserted only on the grounds that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this
Agreement, and such objection will set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected will act as Independent
Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within thirty (30) days after submission by Indemnitee
of a written request for indemnification, no Independent Counsel is selected, or an Independent
Counsel for which an objection thereto has been properly made but remains unresolved, either the
Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of
competent jurisdiction for resolution of any objection which has been made and/or for the
appointment as Independent Counsel of a person selected by the court or by such other person as the
court may designate, and the person with respect to whom all objections are so resolved or the
person so appointed will act as Independent Counsel under Section 6.2. The Company will pay
any and all fees and expenses incurred by such Independent Counsel in connection with acting
pursuant to Section 6.2 hereof, and the Company will pay all Expenses incident to the
procedures of this Section 6.3, regardless of the manner in which such Independent Counsel
was selected or appointed.



6.4 Burden of Proof. Subject to Article 13, in making a determination with respect
to entitlement to indemnification hereunder, the person, persons or entity making such
determination will presume that Indemnitee is entitled to indemnification under this Agreement.
Anyone seeking to overcome this presumption will have the burden of proof and the burden of
persuasion, by clear and convincing evidence. Subject to Article 13, in making a
determination with respect to entitlement to indemnification hereunder which under this Agreement,
the Certificate, Bylaws or applicable law requires a determination of Indemnitee’s good faith
and/or whether Indemnitee acted in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Company, the person, persons or entity making such
determination will presume that Indemnitee has at all times acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone
seeking to overcome this presumption will have the burden of proof and the burden of persuasion, by
clear and convincing evidence. Indemnitee will be deemed to have acted in good faith if
Indemnitee’s action with respect to a particular Enterprise is based on the records or books of
account of such Enterprise, including financial statements, or on information supplied to
Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of
legal counsel for such Enterprise or on information or records given or reports made to such
Enterprise by an independent certified public accountant or by an appraiser or other expert
selected by such Enterprise; provided, however, this sentence will not be deemed to limit
in any way the other circumstances in which Indemnitee may be deemed to have met such standard of
conduct. In addition, the knowledge and/or actions, or failure to act, of any other director,
officer, agent or employee of such Enterprise will not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.



6.5 No Presumption in Absence of a Determination or As Result of an Adverse Determination;
Presumption Regarding Success. Neither the failure of any person, persons or entity making a
determination as to whether Indemnitee has met any particular standard of conduct or had any
particular belief to make such determination, nor an actual determination by such person, persons
or entity that Indemnitee has not met such standard of conduct or did not have such belief, prior
to or after the commencement of legal proceedings by Indemnitee to secure a judicial determination
that Indemnitee should be indemnified under this Agreement under applicable law, will be a defense
to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard
of conduct or did not have any particular belief. In addition, the termination of any Proceeding
by judgment, order, settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not
meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by this Agreement or applicable law. In the
event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by
final adverse judgment (as to which all rights of appeal therefrom have been exhausted or lapsed)
against Indemnitee (including, without limitation, settlement of such Proceeding with or without
payment of money or other consideration) it will be presumed that Indemnitee has been successful on
the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption will have
the burden of proof and the burden of persuasion, by clear and convincing evidence.



6.6 Timing of Determination. The Company will use its reasonable best efforts to cause any
determination required to be made pursuant to Section 6.2 to be made as promptly as
practicable after Indemnitee has submitted a written request for indemnification pursuant to
Section 6.1. If the person, persons or entity chosen to make a determination does not make
such determination within thirty (30) days after the later of the date (a) the Company receives
Indemnitee’s request for indemnification pursuant to Section 6.1 and (b) on which an
Independent Counsel is selected pursuant to Section 6.3, if applicable (and all objections
to such person, if any, have been resolved), the requisite determination of entitlement to
indemnification will be deemed to have been made and Indemnitee will be entitled to such
indemnification, so long as (i) Indemnitee has fulfilled his or her obligations pursuant to
Section 6.8 and (ii) such indemnification is not prohibited under applicable law;
provided, however, that such thirty (30) day period may be extended for a reasonable time,
not to exceed an additional fifteen (15) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining of or evaluating of documentation and/or information relating thereto.



6.7 Determination of Partial Indemnification. If the person, persons or entity making a
determination with respect to Indemnitee’s entitlement to indemnification shall determine that
Indemnitee is entitled to indemnification as to part (but not all) of the application for
indemnification, such partial indemnification may be reasonably prorated among such claims, issues
or matters in respect of which indemnification is requested in the sole discretion of the person,
persons or entity making a determination with respect to Indemnitee’s entitlement to
indemnification, as the case may be.



6.8 Timing of Payments. All payments of Expenses, including any Expense Advance, and other
amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as
practicable after a written request or demand therefor by Indemnitee is presented to the Company,
but in no event later than ten (10) business days after (i) such demand is presented or (ii) such
later date as a determination of entitlement to indemnification is made in accordance with
Section 6.6, if applicable; provided, however, that an Expense Advance will be made within
the time provided in Section 4.3 hereof.



6.9 Cooperation. Indemnitee will cooperate with the person, persons or entity making a
determination with respect to Indemnitee’s entitlement to indemnification, including providing to
such person, persons or entity, upon reasonable advance request, any documentation or information
that is not privileged or otherwise protected from disclosure and that is reasonably available to
Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in
so cooperating with the person, persons or entity making such determination will be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company will indemnify Indemnitee therefor and will hold Indemnitee harmless therefrom.



6.10 Time for Submission of Request. Indemnitee will be required to submit any request for
indemnification pursuant to this Article 6 within a reasonable time, not to exceed two (2)
years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance
of a plea of nolo contendere (or its equivalent) or other full or partial final determination or
disposition of the Proceeding (with the latest date of the occurrence of any such event to be
considered the commencement of the two (2) year period).



ARTICLE 7

LIABILITY INSURANCE




7.1 Company Insurance. Subject to Section 7.3, the Company will obtain and maintain a
policy or policies of insurance with one or more reputable insurance companies providing Indemnitee
with coverage in such amount as will be determined by the Board of Directors in its reasonable
discretion, and Indemnitee shall be covered by such policy or policies, in accordance with its or
their terms, to the maximum extent of the coverage available for any Company (or any other
Enterprise) director or officer (including coverage after Indemnitee is no longer serving in a
Corporate Status for acts or omissions of Indemnitee in his or her Corporate Status), and to ensure
the Company’s performance of its indemnification obligations under this Agreement. Any reductions
to the amount of directors’ and officers’ liability insurance coverage maintained by the
Company as of the date hereof will be subject to the approval of the Board of Directors.



7.2 Notice to Insurers. If, at the time of receipt by the Company of a notice from any source
of a Proceeding as to which Indemnitee is a party or participant, the Company will give prompt
notice of such Proceeding to the insurers in accordance with the procedures set forth in the
respective policies, and the Company will provide Indemnitee with a copy of such notice and copies
of all subsequent correspondence between the Company and such insurers related thereto. The
Company will thereafter take all necessary or desirable actions to cause such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.



7.3 Insurance Not Required. Notwithstanding Section 7.1, the Company will have no
obligation to obtain or maintain the insurance contemplated by Section 7.1 if the Board of
Directors determines in good faith that such insurance is not reasonably available, if the premium
costs for such insurance are disproportionately high compared to the amount of coverage provided,
or if the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit. The Company will promptly notify Indemnitee in writing of any such
determination not to provide insurance coverage; provided, however, that in the event of a Change
of Control, any reduction or discontinuation of such insurance coverage shall require the prior
approval of a majority of the Board of Directors in office as of the date hereof (the calculation
of such majority to also include the members of the Board of Directors duly elected (with the
approval of the members of the Board of Directors then in office) after the date hereof but prior
to such Change of Control).



ARTICLE 8

REMEDIES OF INDEMNITEE




8.1 Action by Indemnitee. In the event that (i) a determination is made pursuant to
Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) an Expense Advance is not timely made pursuant to Section 4.3 of this
Agreement, (iii) no determination of entitlement to indemnification is made within the applicable
time periods specified in Section 6.6, (iv) payment of indemnified amounts is not made
within the applicable time periods specified in Section 6.8 or (v) the applicable portion
of Expenses and Losses are not contributed by the Company to Indemnitee pursuant to Article 5,
Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or
in any other court of competent jurisdiction, of his or her entitlement to such indemnification,
contribution or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option,
may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without
regard to its conflict of laws rules) will apply to any such arbitration. The Company will not
oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



8.2 De Novo Review if Prior Adverse Determination. In the event that a determination is made
pursuant to Article 6 that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Article 8 will be conducted in all
respects as a de novo trial or arbitration, as applicable, on the merits and Indemnitee will not be
prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Article 8, Indemnitee will be presumed to be entitled to
indemnification under this Agreement, the Company will have the burden of proving Indemnitee is not
entitled to indemnification and the Company may not refer to or introduce evidence of any
determination pursuant to Article 6 adverse to Indemnitee for any purpose. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Article 8, Indemnitee will
not be required to reimburse the Company for any Expense Advance made pursuant to Article 4
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as
to which all rights of appeal have been exhausted or lapsed).



8.3 Company Bound by Favorable Determination by Reviewing Party. Subject to Article 13, if a
determination is made that Indemnitee is entitled to indemnification pursuant to Article 6,
the Company will be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Article 8, absent (i) a misstatement by Indemnitee of a material fact or
an omission of a material fact necessary to make Indemnitee’s statements in connection with the
request for indemnification not materially misleading or (ii) a prohibition of such indemnification
under law.



8.4 Company Bears Expenses if Indemnitee Seeks Adjudication. In the event that Indemnitee,
pursuant to this Article 8, seeks a judicial adjudication or arbitration of his or her
rights under, or to recover damages for breach of, this Agreement, any other agreement for
indemnification, the indemnification or advancement of expenses provisions in the Certificate or
Bylaws, payment of Expenses in advance or contribution hereunder or to recover under any directors’
and officers’ liability insurance policies maintained by the Company, the Company will, to the
fullest extent permitted by law, indemnify and hold harmless Indemnitee against any and all
Expenses which are paid or incurred by Indemnitee in connection with such judicial adjudication or
arbitration, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, payment of Expenses in advance or contribution or insurance recovery. In
addition, if requested by Indemnitee, the Company will pay as an Expense Advance such Expenses, in
accordance with Article 4 and to the fullest extent permitted by law.



8.5 Company Bound by Provisions of this Agreement. The Company will be precluded from
asserting in any judicial or arbitration proceeding commenced pursuant to this Article 8
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and
will stipulate in any such judicial or arbitration proceeding that the Company is bound by all the
provisions of this Agreement.



ARTICLE 9

NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS;

MORE FAVORABLE TERMS




9.1 Non-Exclusivity. The rights of indemnification, contribution and to receive Expense
Advances as provided by this Agreement will not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Certificate, the Bylaws, any
agreement, a vote of stockholders, a resolution of the directors or otherwise. To the extent
Indemnitee otherwise would have any greater right to indemnification or payment of any advancement
of Expenses under any other provisions under applicable law, the Certificate, Bylaws, any
agreement, vote of stockholders, a resolution of directors or otherwise, Indemnitee will be
entitled under this Agreement to such greater right, provided, however, where the Company may
indemnify Indemnitee pursuant to either this Agreement, the Certificate, the Bylaws or
organizational document of any other Enterprise, the Company may indemnify Indemnitee under either
this Agreement, the Certificate, the Bylaws or such other Enterprise organizational document. No
amendment, alteration or repeal of this Agreement or of any provision hereof limits or restricts
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such
Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in the DGCL,
whether by statute or judicial decision, permits greater indemnification than would be afforded
currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto
that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy will be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent
assertion or employment of any other right or remedy.



9.2 Subrogation. In the event of any payment by the Company under this Agreement, the Company
will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee
with respect thereto and Indemnitee will execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights (it being understood that all of Indemnitee’s reasonable
Expenses related thereto will be borne by the Company).



9.3 No Duplicative Payments. The Company will not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided)
hereunder if and to the extent that Indemnitee has otherwise actually received such payment under
any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or
advance Expenses hereunder to Indemnitee in respect of Proceedings relating to Indemnitee’s service
at the request of the Company as a director, officer, employee, partner, member, manager, trustee,
fiduciary or agent of any other Enterprise will be reduced by any amount Indemnitee has actually
received as indemnification or advancement of Expenses from such other Enterprise.



9.4 More Favorable Terms. In the event the Company enters into an indemnification agreement
with another officer or director, as the case may be, containing terms more favorable to the
indemnitee thereof than the terms contained herein (and absent special circumstances justifying
such more favorable terms), Indemnitee will be afforded the benefit of such more favorable terms
and such more favorable terms will be deemed incorporated by reference herein as if set forth in
full herein. As promptly as practicable following the execution thereof, the Company will (a) send
a copy of the agreement containing more favorable terms to Indemnitee, and (b) prepare, execute and
deliver to Indemnitee an amendment to this Agreement containing such more favorable terms.



ARTICLE 10

DEFENSE OF PROCEEDINGS




10.1 Company Assuming the Defense. In the event the Company receives notice of any Proceeding
pursuant to Section 6.1, the Company will be entitled to participate therein at its own expense
and, subject to Section 10.3 below, to the extent that it may wish, the Company jointly
with any other indemnifying party similarly notified will be entitled to assume the defense of such
Proceeding, with counsel approved by Indemnitee, which approval will not be unreasonably withheld.
The Company will identify the counsel it proposes to employ in connection with such defense as part
of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume
such defense, and Indemnitee will be required, within ten (10) days following Indemnitee’s
receipt of such notice, to inform the Company of its approval of such counsel or, if it has
objections, the reasons therefor. If such objections cannot be resolved by the parties, the
Company will identify alternative counsel, which counsel will also be subject to approval by
Indemnitee in accordance with the procedure described in the prior sentence. After notice from the
Company to Indemnitee of its election so to assume the defense thereof, the Company will not be
liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by
Indemnitee in connection with the defense thereof other than reasonable costs of investigation or
as otherwise provided below.



10.2 Right of Indemnitee to Employ Counsel. Following approval of counsel by Indemnitee
pursuant to Section 10.1 and retention of such counsel by the Company, the Company will not
be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding; provided, however, that (a) Indemnitee
has the right to employ counsel in any such Proceeding at Indemnitee’s expense and (b) subject to
Article 13, the Company will be required to pay the fees and expenses of Indemnitee’s
counsel if (i) the employment of counsel by Indemnitee has been previously authorized by the
Company, (ii) Indemnitee reasonably concludes that there is an actual or potential conflict between
the Company (or any other person or persons included in a joint defense) and Indemnitee in the
conduct of such defense or representation by such counsel retained by the Company, or (iii) the
Company shall not in fact have employed counsel approved by Indemnitee to assume
the defense of such action.



10.3 Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the
Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the
Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in
Section 10.2(b)(ii).



ARTICLE 11

SETTLEMENT




11.1 Company’s Prior Consent Required. Notwithstanding anything in this Agreement to the
contrary, the Company will have no obligation to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without the Company’s prior written consent.



11.2 When Indemnitee’s Prior Consent Required. The Company will not, without the prior
written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter
into any settlement or compromise which (i) includes an admission of fault of Indemnitee, any
non-monetary remedy imposed on Indemnitee or a Loss for which Indemnitee is not wholly indemnified
hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made
a party or a participant or may be or is otherwise entitled to seek indemnification hereunder, does
not include, as an unconditional term thereof, the full release of Indemnitee from all liability in
respect of such Proceeding, which release will be in form and substance reasonably satisfactory to
Indemnitee. Neither the Company nor Indemnitee will unreasonably withhold its consent to any
proposed settlement; provided, however, Indemnitee may withhold consent to any settlement that does
not provide a full and unconditional release of Indemnitee from all liability in respect of such
Proceeding.



ARTICLE 12

ESTABLISHMENT OF TRUST




12.1 Request by Indemnitee. In the event a Change of Control occurs after the date of this
Agreement, the Company will be required, upon receipt of a written request from Indemnitee
following initiation of a Proceeding for which Indemnitee reasonably believes that he or she may be
entitled to indemnification by the Company under this Agreement, the Certificate, the Bylaws or
otherwise, to create a trust (the “Trust”) for the benefit of the Indemnitee. The trustee of the
Trust will be selected by the Indemnitee.



12.2 Funding Obligations. Following a request from Indemnitee pursuant to Section
12.1 to establish the Trust with respect to a particular Proceeding, the Company will, from
time to time upon written request of Indemnitee, fund the Trust in an amount sufficient to satisfy
any and all Expenses and Losses reasonably anticipated at the time of such request to be incurred
by or on behalf of Indemnitee in connection with such Proceeding,; provided, however, that
the aggregate amount that the Company may be required to fund in the Trust with respect to such
Proceeding will not, in any event, exceed $1,000,000; and, provided, further, that the aggregate
amount that the Company may be required to fund in all Trusts with respect to all Proceedings for
which the Company may be required to indemnify Indemnitee will not, in any event, exceed
$5,000,000. The amount or amounts to be deposited in the Trust pursuant to the foregoing
obligation will be determined by mutual agreement of Indemnitee and the Company, and if they are
unable to reach such agreement, then by Independent Counsel (selected as provided in Section
6.3). The terms of the Trust will provide that (i) except upon prior written consent of
Indemnitee, the Trust will not be revoked or the principal thereof invaded, (ii) the trustee will
advance to Indemnitee, within five (5) business days of a written request by Indemnitee, any and
all Expenses (and Indemnitee hereby agrees to execute the Undertaking contemplated by Section
4.1, if required at the time any request for an Expense Advance is submitted to the trustee),
(iii) the Trust will continue to be funded by the Company in accordance with the funding
obligations set forth in this Section 12.2, (iv) the trustee will promptly pay to
Indemnitee any amounts to which Indemnitee is entitled to indemnification pursuant to this
Agreement or otherwise and (v) all unexpended funds in the Trust will revert to the Company upon a
final determination by the person, persons or entity making a determination of entitlement to
indemnification pursuant to Article 6 or a court or arbitrator presiding over an action
commenced pursuant to Article 8, as the case may be, that Indemnitee has been fully
indemnified with respect to the Proceeding giving rise to the establishment of the Trust.



Article 13




LIMITATION OF INDEMNIFICATION




Notwithstanding any other provisions of this Agreement, nothing herein shall require the Company to
indemnify Indemnitee against, or exempt Indemnitee from, any liability to the extent such liability
results from:



13.1 Indemnitee’s fraud or dishonesty in relation to the Company which is finally adjudged by
a court of competent jurisdiction;



13.2 any Proceeding (or part of any Proceeding) in which judgment is rendered against
Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities
of the Company pursuant to the provisions of Section 16(b) of the Exchange Act, or similar
provisions of applicable law;



13.3 any Proceeding (or part of any Proceeding) initiated or brought voluntarily by Indemnitee
against the Company or its directors, officers, employees or other indemnities, unless the Board of
Directors has authorized or consented to the initiation of the Proceeding (or such part of any
Proceeding), provided, however, that nothing in this Section 13.3 shall limit the right of
Indemnitee to be indemnified under Section 8.4;



13.4 any expense, liability or cost of any type for which payment is or has been actually made
to Indemnitee under any insurance policy, indemnity clause, Bylaw or agreement, except in respect
of any excess beyond such payment; or



13.5 a final decision by a court or arbitrator having jurisdiction in the matter shall
determine that such indemnification is not lawful.



ARTICLE 14

DURATION OF AGREEMENT




14.1 Duration of Agreement. This Agreement shall apply with respect to Indemnitee’s
occupation of any of the position(s) described in Section 3.1 of this Agreement prior to the date
of this Agreement and, subject to the following sentence, with respect to all periods of such
service after the date of this Agreement, including coverage after Indemnitee is no longer serving
in a Corporate Status for acts and omissions occurring while Indemnitee was serving in a Corporate
Status. This Agreement will continue until and terminate upon the latest of (a) the statute of
limitations applicable to any claim that could be asserted against an Indemnitee with respect to
which Indemnitee may be entitled to indemnification and/or an Expense Advance under this Agreement,
(b) ten (10) years after the date that Indemnitee has ceased to serve as a director or
officer of the Company or as a director, officer, employee, partner, member, manager, fiduciary or
agent of any other Enterprise which Indemnitee served at the request of the Company, or (c) if, at
the later of the dates referred to in (a) and (b) above, there is pending a Proceeding in respect
of which Indemnitee is granted rights of indemnification or the right to an Expense Advance under
this Agreement or a Proceeding commenced by Indemnitee pursuant to Article 8 of this
Agreement, one (1) year after the final termination of such Proceeding, including any and all
appeals.



ARTICLE 15

ATTORNEYS’ FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT




In the event that Indemnitee is subject to or intervenes in any Proceeding in which the
validity or enforceability of this Agreement is at issue or seeks an adjudication or award in
arbitration to enforce Indemnitee’s rights under this Agreement, or to recover damages for breach
of this Agreement, Indemnitee shall be entitled to recover from the Company and shall be
indemnified by the Company against, any costs and expenses for attorneys’ retainers, fees and
disbursements paid or incurred by Indemnitee, irrespective of the outcome of the determination of
Indemnitee’s entitlement to indemnification, advancement of Expenses or contribution, as the case
may be.



ARTICLE 16

MISCELLANEOUS




16.1 Non-Termination of Express Provisions. Notwithstanding the expiration or termination of
this Agreement howsoever arising, such expiration or termination shall not operate to affect such
of the provisions hereof as are expressed or intended to remain in full force and effect.



16.2 Modification of Certain Clauses Deemed Invalid. If any of the clauses, conditions,
covenants or restrictions of this Agreement or any deed, agreement or document emanating from it
shall be found by a court of competent jurisdiction or by a duly appointed arbitrator to be void
but would be valid if some part thereof were deleted or modified, then such clause, condition,
covenant or restriction shall apply with such deletion or modification as may be necessary to make
it valid and effective so as to give effect as nearly as possible to the intent manifested by such
clause, condition, covenant or restriction.



16.3 Entire Agreement. This Agreement (together with any documents referred to herein)
constitutes the entire agreement and understanding of the parties in respect of the subject
matter hereof and supersedes all prior understandings, agreements or representations by or among
the parties, written or oral, to the extent they relate in any way to the subject matter hereof;
provided, however, it is agreed that the provisions contained in this Agreement are a supplement
to, and not a substitute for, any provisions regarding the same subject matter contained in the
Certificate, the Bylaws and any employment or similar agreement between the parties.



16.4 Assignment; Binding Effect; Third Party Beneficiaries. No party may assign either this
Agreement or any of its rights, interests or obligations hereunder without the prior written
approval of the other party and any such assignment by a party without prior written approval of
the other parties will be deemed invalid and not binding on such other parties; provided, however,
that the Company may assign all (but not less than all) of its rights, obligations and interests
hereunder to any direct or indirect successor to all or substantially all of the business or assets
of the Company by purchase, merger, consolidation or otherwise and will cause such successor to be
bound by and expressly assume the terms and provisions hereof. This Agreement shall be
binding upon the Company and its successors and assigns (including any transferee of all or
substantially all of its business or assets and any successor or resulting company by merger,
amalgamation, consolidation, operation of law or otherwise) and shall inure to the benefit
of Indemnitee and Indemnitee’s spouse, assigns, heirs, estate, devises, executors, administrators
or other legal representatives. There are no third party beneficiaries having rights under or with
respect to this Agreement.



16.5 Notices. All notices, requests and other communications provided for or permitted to be
given under this Agreement must be in writing and be given by personal delivery, by certified or
registered United States mail (postage prepaid, return receipt requested), by a nationally
recognized overnight delivery service for next day delivery, or by facsimile transmission, as
follows (or to such other address as any party may give in a notice given in accordance with the
provisions hereof):




If to Exide Technologies:




13000 Deerfield Parkway


Building 200


Milton, Georgia 30004


Attention: Brad S. Kalter


Facsimile: 1-678-566-9229




with a copy (which will not constitute notice) to:




     


Attention:


Facsimile:




If to [ ]:




     


Attention:


Facsimile:




with a copy (which will not constitute notice) to:




     


Attention:


Facsimile:



All notices, requests or other communications will be effective and deemed given only as follows:
(i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or
registered mail, on the fifth (5th) business day after being deposited in the United
States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of
delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the
transmitter’s confirmation of receipt of such facsimile transmission, except that if such
confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is
received on a day that is not a business day, then such notice, request or communication will not
be deemed effective or given until the next succeeding business day. Notices, requests and other
communications sent in any other manner, including by electronic mail, will not be effective.



16.6 Specific Performance; Remedies. Each party acknowledges and agrees that the other party
would be damaged irreparably if any provision of this Agreement were not performed in accordance
with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to
an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and its provisions in any action or proceeding instituted in any state
or federal court sitting in the State of New York, having jurisdiction over the parties and the
matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except
as expressly provided herein, the rights, obligations and remedies created by this Agreement are
cumulative and in addition to any other rights, obligations or remedies otherwise available at law
or in equity. Except as expressly provided herein, nothing herein will be considered an election of
remedies.



16.7 Submission to Jurisdiction. Any Proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Agreement may only be brought in the Court
of Chancery of the State of Delaware in and for New Castle County, which will be the exclusive and
only proper forum for adjudicating such Proceeding, and each party consents to the exclusive
jurisdiction and venue of such court (and of the appropriate appellate courts therefrom) in any
such Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such Proceeding in any such court
or that any such Proceeding brought in any such court has been brought in an inconvenient forum.
Process in any such action, suit or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.



16.8 Headings. The article and section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of this Agreement.



16.9 Governing Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to any choice of law principles.



16.10 Amendment. This Agreement may not be amended or modified except by a writing signed by
all of the parties.



16.11 Extensions; Waivers. Any party may, for itself only, (i) extend the time for the
performance of any of the obligations of any other party under this Agreement, (ii) waive any
inaccuracies in the representations and warranties of any other party contained herein or in any
document delivered pursuant hereto and (iii) waive compliance with any of the agreements or
conditions for the benefit of such party contained herein. Any such extension or waiver will be
valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any
party of any default, misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation
or breach of warranty or covenant hereunder or affect in any way any rights arising because of any
prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to
exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any
single or partial exercise of any right or remedy preclude any other or further exercise of the
same or of any other right or remedy



16.12 Severability. The provisions of this Agreement will be deemed severable and the
invalidity or unenforceability of any provision will not affect the validity or enforceability of
the other provisions hereof; provided that if any provision of this Agreement, as applied to any
party or to any circumstance, is judicially determined not to be enforceable in accordance with its
terms, the parties agree that the court judicially making such determination may modify the
provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its modified form, such provision will then be enforceable and
will be enforced.



16.13 Counterparts; Effectiveness. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument. This Agreement will become effective when one or more counterparts
have been signed by each of the parties and delivered to the other parties, which delivery may be
made by exchange of copies of the signature page by facsimile transmission.



16.14 Construction. This Agreement has been freely and fairly negotiated among the parties.
If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as
if drafted jointly by the parties and no presumption or burden of proof will arise favoring or
disfavoring any party because of the authorship of any provision of this Agreement. Any reference
to any law will be deemed also to refer to such law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the
singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party has breached any representation, warranty,
or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of
specificity) which the party has not breached will not detract from or mitigate the fact that the
party is in breach of the first representation, warranty, or covenant. Time is of the essence in
the performance of this Agreement.



[Signature page follows]





1






IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.




Exide Technologies




By:

Name: John P. Reilly

Title: Chairman of the Board





Indemnitee




Signature




     


Print Name




2