CONFIDENTIALreimbursements made no later than December 31, 2011. Employee shall separately receive apayment of $16,400.00 to reasonably reimburse him for the expected costs of the tax and financialplanning services that he will incur prior to December 31, 2010 in connection with this Agreement.          **4. Vesting Acceleration.**All restricted stock granted to Employee prior to April 1, 2010 thathave not become non-forfeitable on the Separation Date shall become non-forfeitable on theSeparation Date. Executive shall be entitled to satisfy any state and federal income tax resultingfrom the acceleration of any such restricted stock awards by cash payment or by the surrender of aportion of such awards. Unrestricted stock certificates shall be issued within fourteen (14) daysafter the Separation Date, at which time the shares will become transferable. All restricted stockunits granted to Employee on March 22, 2007 that have not become non-forfeitable on the SeparationDate shall become non-forfeitable on the Separation Date, and unrestricted share certificates shallbe issued to Employee within fourteen (14) days of Employee’s separation from service on accountof any restricted stock units that become non-forfeitable on the Separation Date. With respect toany restricted stock units that prior to the Separation Date became non-forfeitable, unrestrictedshare certificates shall be issued to Employee on the date that is six months after the Employee’sseparation from service pursuant to the terms of the restricted shares unit award agreement. Allstock options granted to the Executive after April 1, 2008 shall become immediately non-forfeitableand exercisable at the Separation Date. All of Employee’s outstanding non-qualified stock optionsat the Separation Date shall be permitted to be exercised within two (2) years following theSeparation Date. All performance-based awards which have not vested and become payable as of theSeparation Date shall be forfeited.          **5. One Time Payment.**Within seven (7) days after the Separation Date, Exide willmake a one time payment to Employee in the amount of $8,444.62**,**subject to normal deductions forfederal and state taxes and other required withholdings as payment in lieu of notice or any otherincome, time off, or vacation benefits to which Employee may believe he is entitled.          **6. Health Benefit Continuation.**Employee’s health (medical, dental, vision, health careflexible spending), AD&D and life insurance benefits will continue in a manner substantially thesame as those benefits were provided immediately prior to the termination and at substantially thesame cost to the employee, but subject to increases applied to active salaried employees untileither (a) the first of the month after Employee becomes eligible for coverage by another employeror (b) the end of the month in which the final Income Protection Payment is made, whichever isshorter. Employee agrees to inform Exide immediately if he becomes eligible for health insurancecoverage by another employer. During the period described above, the difference between the costfor benefit continuation of coverage that Employee would be required to pay for such continuationcoverage under COBRA and the amount Employee is required to pay for such coverage during suchperiod will be considered imputed income to Employee. Employee will be responsible for the paymentof income tax as a result of such imputed income. During the period between termination ofemployment and commencement of Income Protection Payments, Employee will pay to Exide monthlypayments equal to the amount Employee is required to pay for such coverage during such period;thereafter, Employee’s cost will be withheld from such Income Protection Payments. Employee may,but is not required, to continue participating in Exide’s medical and dental plans for a limitedperiod of time by electing COBRA continuation coverage. Additional information about COBRA may beobtained by contacting **Ms. Karen Smith, Director Employee Benefits, Exide Technologies, 13000Deerfield Parkway, Bldg. 200, Milton, GA 30004.**          **7. General Release of Claims.**Except as otherwise noted, Employee, for himself and hisrespective successors, representatives, administrators, executors, agents, heirs, beneficiaries
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**CONFIDENTIAL**andassigns, does waive, release and forever discharge Exide and the Releasees (as definedbelow) of and from any and all Claims (as defined below). This release covers any and all Claimsarising from the beginning of time up to and including the date Employee executes this Agreement,including, but not limited to, all Claims relating, regarding or referring to Employee’s employmentwith Exide, the terms and conditions of such employment and his separation from such employment,but does not cover: (a) claims relating to the enforcement of this Agreement; and (b) claims forindemnification and/or coverage as an insured or additional insured under one or more Exideinsurance policies (at all times subject to the terms and conditions of such agreement(s) and/orpolicy(ies)). To the extent permitted by law, Employee agrees not to file a lawsuit to assertany Claims that are released herein. Employee also agrees and acknowledges that he has beenpaid properly and in full for all hours he has worked and for any vacation time.               **a. Definition of “Claims”.**For purposes of these release provisions, “Claims” includes,without limitation, all actions or demands of any kind against Exide and/or the Releasees (asdefined below), or any of them, that Employee had, now has, or may have or claim to have in thefuture. More specifically, “Claims” include rights, causes of action, charges, suits, grievances,damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgmentsand all other liabilities of any kind or description whatsoever, either in law or in equity,whether known or unknown, suspected or unsuspected.          All of the following are among the types of Claims which will be barred by this release andcovenant not to sue: **•** Contract claims (whether express or implied);  **•** Tort claims, such as for defamation or emotional distress;  **•** Claims under federal, state and municipal laws, regulations, ordinances orcourt decisions of any kind;  **•** Claims of discrimination, harassment or retaliation, whether based on race,color, religion, gender, sex, age, sexual orientation, handicap and/or disability,national origin or any other legally protected class;  **•** Claims under the Age Discrimination In Employment Act, Title VII of the CivilRights Act of 1964, as amended, the Americans with Disabilities Act, as amended, andsimilar state statutes and municipal ordinances;  **•** Claims under the Employee Retirement Income Security Act, federal and statewage payment laws and federal and state wage and hour laws, including laws relating toovertime and vacation;  **•** Claims under the Worker Adjustment and Retraining Act of 1988 or similarstatutes or regulations of any jurisdiction relating to any plant closing or masslay-off;  **•** Claims under the Family and Medical Leave Act and similar state leave laws;  **•** Claims for wrongful discharge;  **•** Claims for reasonable attorneys’ fees, including litigation expenses and costs;
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**CONFIDENTIAL** **•** Claims made under, or related to, Exide’s Income Protection Plan; and  **•** Claims made under or related to any Exide bonus, incentive or other similarplan orprogram.This list of Claims covered by this release is not intended to be, and shall not be construed as,an exhaustive list. By entering into this Agreement, Employee is not releasing his right toreceive any employee benefits which vested and accrued prior to Employee’s last day of work and towhich Employee is entitled under the governing plan documents for Exide’s employee benefitprograms.               **b. Definition of “Releasees.”**For purposes of this Agreement, “Releasees” includes, withoutlimitation, Exide Technologies and its past, present and future parents, affiliates, subsidiaries,divisions, predecessors, successors, assigns, employee benefit plans and trusts. It also includesall past, present and future managers, directors, officers, partners, agents, employees,shareholders, insurers, attorneys, representatives, consultants, associates, fiduciaries, plansponsors, administrators and trustees of each of the foregoing.               **c. Scope of Release.**Employee declares and agrees that any Claims he may have incurred orsustained may not be fully known to him and may be more numerous and more serious than he nowbelieves or expects. Further, in making this Agreement, Employee relies wholly upon his ownjudgment of the future development, progress and result of said Claims, both known and unknown, andacknowledges that he has not been influenced to any extent whatsoever in the making of thisAgreement by any representations or statements regarding said Claims made by Exide and/or theReleasees, or any of them. Employee further acknowledges that he accepts the terms herein in fullsettlement and satisfaction of all such Claims and that no such Claim is reserved.               **d. Indemnification for Breach of Agreement.**Employee represents and warrants that no Claimscovered by this paragraph 7 are now pending against Exide or any of the Releasees. Under the termsof this Agreement, and except as may be prohibited by law, Employee is barred from asserting anyClaims against Exide or any of the Releasees. Except as may be prohibited by law, if Employeecommences, joins in, continues or in any other manner attempts to assert any Claims in violation ofthis Agreement and covenant not to sue, or otherwise breaches any promise made in this Agreement,he agrees to indemnify and hold harmless Exide and the Releasees, or any of them, from and againstall losses incurred, including without limitation, costs and attorneys’ and expert fees, indefending such Claims or pursuing any released party’s rights hereunder.          **8. Cooperation in Legal Proceedings.**During the period that Employee is receiving incomeprotection benefits, he agrees to cooperate with Exide with respect to any past, present, or futureclaim, charge, action, suit, government or regulatory investigation, or other proceeding in a courtof law, arbitration, government agency, or in any other forum, that has been, may be, or isthreatened to be brought against Exide (including specifically any of its officers, directors oremployees) and/or any of the Releasees, or that has been or is brought by or on behalf of Exideand/or any of the Releasees, that relates to or arises from any action or inaction that actually orallegedly occurred while Employee was employed by Exide (a “Proceeding”). Except as may berequired by law, Employee shall not disclose or discuss with anyone who is not directing orassisting Exide in any Proceeding, other than Employee’sown attorney, the fact of or the subject matter of any Proceeding. In requesting cooperation andinformation from Employee, Exide will attempt to arrange times that reasonably accommodate Employee
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**CONFIDENTIAL**and, to the extent permitted by law, will reimburse Employee for any reasonable and pre-approvedtravel and other out -of- pocket expenses Employee incurs in providing the cooperation andassistance described in this paragraph so long as Employee submits adequate supportingdocumentation to Exide. Any reimbursement of expenses under this Section 8 shall be for expensesincurred by Employee during his lifetime and such reimbursement shall be made not later than thelast day of the calendar year following the calendar year in which Employee incurs the expense. Inno event will the amount of expenses so reimbursed by Exide in one year affect the amount ofexpenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.          **9. Confidentiality of Agreement**. Except as may be specifically and lawfully required orordered by any state or federal administrative agency, tribunal or court, Employee will notdisclose or communicate any term of this Agreement (“Confidential Term”) to any person exceptEmployee’s spouse, Employee’s attorney, or (to the limited extent necessary to allow preparation ofEmployee’s tax returns) Employee’s accountant or financial advisor. Before Employee makes anysuch authorized disclosure, Employee will inform each such person to whom disclosure is to be made,that the terms of this Agreement are confidential, and Employee will secure the agreement of eachsuch person to maintain the confidentiality of all such terms. If Employee discloses any terms ofthis Agreement to his spouse, moreover, he shall be responsible for any disclosure of any terms ofthis Agreement by his spouse, except as specifically permitted by this paragraph. Employeeaffirms that he and his spouse have complied with all of the terms of this paragraph up through thedate on which he signed this Agreement.Upon receipt of a subpoena or other compulsory process that could possibly require disclosure ofany Confidential Term by Employee or his spouse, Employee shall provide a copy of the compulsoryprocess and complete information regarding the date and circumstances under which he received it toExide within twenty-four (24) hours of such receipt. Employee or his spouse will not make anydisclosure until the Latest Possible Date for making such disclosure in accordance with thecompulsory process (“Latest Possible Date”). If Exide seeks to prevent disclosure in accordancewith the applicable legal procedures and provides Employee with notice before the Latest PossibleDate that it has initiated such procedures, Employee and his spouse will take reasonable steps notto make disclosure of any Confidential Term that is the subject of such procedures until suchobjections are withdrawn or ruled upon, but may, if reasonably believed to be necessary to preventbeing in contempt or violation of any applicable order or rule, comply with the subpoena or othercompulsory process that could possibly require disclosure of any Confidential Term.          **10. Covenant Not To Solicit Customers.**Employee agrees that for a period of fifty two(52) weeks beginning on the date he signs this Agreement, he will not, directly or indirectly, forhimself or for or on behalf of any business divert, solicit or attempt to divert or solicit anyindividual or entity (i) who is or was a customer of the Company at any time during the 18 monthperiod prior to Employee’s termination of employment, or who was actively sought by the Company asa prospective customer during such 18 month period, and (ii) with whom Employee had actual contacton behalf of the Company while employed there for the purpose of furthering the business of theCompany.          **11. Covenant Not To Solicit Prospective Customers or Employees**. Employee further agrees thatfor a period of fifty two (52) weeks beginning on the date he signs this Agreement, he will not,directly or indirectly, for himself or for or on behalf of any business divert, solicit or hireaway, or attempt to divert, solicit or hire away, to or for any individual or entity, any personemployed or retainedby the Company with whom Employee had actual work-related contact while employed or retained by theCompany, whether or not such employee is a full-time employee, part-time employee or temporary
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**CONFIDENTIAL**worker of the Company, whether or not such individual is employed or retained pursuant to a writtenagreement and whether or not such individual is employed or retained for a determined period orat-will. Nothing contained herein is intended to restrict, or shall be construed as restricting,Employee from providing consulting or other services related generally to human resources,personnel, and employment practices, policies, programs, departments, and operations.          **12. Confidentiality of Business Information.**(a) By signing this Agreement, Employeewarrants that he has not in the past, and agrees that for a period of two (2) years beginning onthe date he signs this Agreement, will not in the future, use or disclose any non-public orprivileged information relating to the Company or any Releasee, or any of their activities,including, but not limited to, information about current or future products, marketing information,financing and other financial information, business plans, trademarks, copyrights, patents orpatent applications, trade secrets, research and development activities or other intellectualproperty, manufacturing requirements, specifications, processes, practices and procedures,personnel information (including without limitation employee names, home addresses, performance,discipline, benefits, phone numbers, compensation, job descriptions or responsibilities),partners, potential partners, suppliers, potential suppliers, customer and potential customerinformation (collectively “Confidential Information”). Employee further agrees that he will notdisclose any of Exide’s trade secrets after the expiration of this two-year term as long as suchinformation remains a trade secret. Employee may use or disclose Confidential Information only:          1) with the prior written consent of Exide’s CEO or his designee; or          2) in a legal proceeding between Employee and Exide to establish the rights of either partyunder this Agreement, provided that Employee stipulates to a protective order to prevent anyunnecessary use or disclosure; or          3) subject to a compulsory legal process that requires disclosure of such information,provided that Employee has complied with the procedures set forth in paragraph 12(b) below toensure that Exide has an adequate opportunity to protect its legal interests in preventingdisclosure.(b) Upon receipt of a subpoena or other compulsory process that could possibly require disclosureof any Confidential Information by Employee or his spouse, Employee shall provide a copy of thecompulsory process and complete information regarding the date and circumstances under which hereceived it to Exide within twenty-four (24) hours of such receipt. Employee or his spouse willnot make any disclosure until the Latest Possible Date for making such disclosure in accordancewith the compulsory process. If Exide seeks to prevent disclosure in accordance with theapplicable legal procedures and provides Employee with notice before the Latest Possible Date thatit has initiated such procedures, Employee and his spouse will not make disclosure of anyConfidential Information that is the subject of such procedures until such objections are withdrawnor ruled upon.          **13**. **Injunctive Relief.**Employee acknowledges and agrees that (i) the covenants andagreements set forth in paragraphs 9-12 above are reasonable and necessary for the protection ofExide’s legitimate business interests, (ii) Employee can honor all of those covenants withoutadversely affecting his ability to earn a fully adequate livelihood for himself and his dependents,(iii) irreparable injury will result to Exide if Employee breaches any of those covenants oragreements and (iv) in the event of Employee’s actual or threatened breach of any such covenants oragreements, Exide will have no adequate remedy at law. Employee accordingly agrees that in theevent of any actual or threatenedbreach by him of any of those covenants or agreements, Exide shall be entitled to immediateinjunctive and other equitable relief, without bond and without the necessity of showing actualmonetary damages.
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**CONFIDENTIAL**Nothing in this Agreement shall be construed as prohibiting Exide from pursuingany other remedies available to it for any such breach or threatened breach, including recovery ofmonetary damages.          **14. Return of Corporate Property.**Employee acknowledges and agrees that, on or before hislast day of work, Employee has returned all Exide property in his possession or under his custodyor control, including both originals and copies, and including, but not limited to, all files,corporate credit cards, automobiles, keys and access cards, calling cards, cellular or mobiletelephones, parking permits, computer hardware (including but not limited to all personalcomputers, laptop computers, and personal data assistants and the contents thereof, as well as anypasswords or codes needed to operate such equipment), computer software and programs, data,diskettes, external data storage drives or devices, materials, papers, books, memoranda,correspondence, notes, documents, records, lists, photographs, manuals, handbooks, notebooks,program listings, flow charts, policies, procedures, customer information, customer lists, vendorinformation and lists, marketing information, manufacturing specifications and plans, and data baseinformation, that Employee has or had relating to Exide or any of its partners, suppliers,customers, clients, employees, plans, designs, trademarks, copyrights, patents or patentapplications, trade secrets, research and development activities or other intellectual property,contracts, agreements, strategies, inventions, systems, policies, procedures, and/or practices(whether those materials are in paper or computer-stored form). Employee represents and warrantsthat he has not kept any originals or copies of any such items in any form. Employee furtheracknowledges and agrees that his access to such property and facilities ceased immediately upon hislast day of work, and he shall be responsible for reimbursing Exide for all personal expensesassociated with any of the foregoing incurred before that date.          **15. Non-Disparagement.**Employee agrees to refrain from making any derogatory ordefamatory remarks or comments that disparage Exide or any of its officers, directors, employees,agents, products or services.          **16. Cooperation in Transition of Work.**In further consideration of the payments andother consideration set forth in this Agreement, Employee agrees to provide Exide, upon request,with a list and a status summary of all outstanding matters, projects, commitments, workassignments, and all other related matters in which he was involved or working on behalf of Exideas of **November 30, 2010**to identify all Exide personnel working with him on those matters, andfurther, to provide his professional and reasonable assistance to Exide in transitioning andcompleting such work.          **17. No Admission of Wrongdoing or Liability.**This Agreement is not an admission by Exide orany of the Releasees and it is specifically denied that any action Exide and/or any of theReleasees has taken or failed to take with respect to Employee was wrongful, unlawful, orsusceptible of inflicting any damages or injury to Employee.          **18. Consideration for This Agreement.**Employee further acknowledges that the considerationrecited in this Agreement is the sole and only consideration for this Agreement; that suchconsideration is adequate and fair; and that no representations, promises or inducements have beenmade by Exide, or any of its directors, officers, employees or agents other than as appear in thisAgreement.          **19. Consideration Period.**Employee acknowledges that he has been provided with a period oftwenty-one (21) days to consider the terms of this Agreement from the date this Agreement wasfirst presented to him, and understands that he may take that entire period to sign and return thisAgreement. Employee agrees that any changes to this Agreement, whether material or immaterial,will
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not restart the running of the 21-day period. Employee agrees to notify Exide of hisacceptance of this Agreement by delivering a signed and notarized copy to Barbara A. Hatcher,Executive Vice President and General Counsel, Exide Technologies, 13000 Deerfield Parkway, Building200, Milton, GA 30004 no later than the 21st day after he first receives this Agreement.Employee may, if he chooses, sign and return this Agreement before the 21-day consideration periodexpires, but if Employee does so, Employee agrees and acknowledges that his decision to do so wasvoluntary, knowing, and not induced by any fraud, misrepresentation, or threat to withdraw or alterthe offer described in this Agreement.          **20. Revocation Period.**Employee acknowledges that he shall have seven (7) days after signingthis Agreement to revoke it if he chooses to do so. If Employee elects to revoke this Agreement,he shall give written notice of such revocation to Barbara A. Hatcher, Executive Vice Presidentand General Counsel, Exide Technologies, 13000 Deerfield Parkway, Building 200, Milton, GA 30004 in such a manner that it is actually received at that address within the seven (7) day period.Employee understands that if he exercises his right to revoke this Agreement, he will have noright to receive any of the consideration described in Paragraphs 1, 2, 3, 4, 5 and 6 above. ThisAgreement will not become enforceable until the day after the expiration of the Revocation Period.          **21. Consultation with Legal Counsel.**Exide advises Employee that he should consult with anindependent attorney of his choosing before deciding whether to sign this Agreement. By signingthis Agreement, Employee represents that he has exercised his right to consult with an attorney ofhis choosing to the full extent Employee felt necessary.          **22. Certification of Understanding.**Employee, intending to be legally bound hereby,certifies and warrants that he has read carefully this Agreement and has executed it voluntarilyand with full knowledge and understanding of its significance, meaning and binding effect.Employee further declares that he is competent to understand the content and effect of thisAgreement.          **23. Integration.**Except as expressly provided herein, this Agreement contains the entireunderstanding between Exide and Employee and supersedes all verbal and written agreements, andthere are no other agreements, discussions, negotiations, proposals, representations, warranties orother understandings of or between the parties. In deciding to sign this Agreement, Employee hasnot relied upon, and is not relying upon, any statements, promises, or representations made by anyemployee, agent, or representative of Exide that are not expressly set forth herein. The terms ofthis Agreement cannot be changed except in a later document signed by both Employee and anauthorized officer of Exide.          **24. Governing Law.**Except to the extent superseded by federal law (*e.g.*, ERISA), thisAgreement shall be governed, interpreted and applied according to the laws and judicial decisionsof the State of Georgia, which is the state where Exide’s principal place of business is located,without giving effect to the choice of law provisions of any state.          **25. Jurisdiction.**In the event Employee breaches or threatens to breach Sections 9,10,11and/or 12 above, such that it becomes necessary for Exide to seek injunctive or other relief, theparties agree that jurisdiction for such litigation shall be in the State of Georgia, the statewhere Exide’s principal place of business is located. The parties further agree to submit tojurisdiction in the State of Georgia and hereby agree that they are subject to service of processissued from or in the State of Georgia.
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**CONFIDENTIAL**          **26. Dispute Resolution**. All disputes between Employee and Exide (or any of its former,current, or future parents, subsidiaries or affiliates), except claims for injunctive relief basedon an actual or threatened breach of paragraphs 9,10,11 and/or 12 above, or actual or threatenedirreparable harm, or a claim by Employee for unemployment compensation, shall be submitted tobinding arbitration. The arbitration shall be subject to the Federal Arbitration Act and shall beadministered by and conducted pursuant to the JAMS Employment Arbitration Rules and Procedures(available online at www.jamsadr.com). The decision of the arbitrator(s) shall be final and may berecorded as a judgment in a court of competent jurisdiction.          **27. Miscellaneous.** (a) The headings in this Agreement are included solely for ease ofreference and shall not be applied or construed to limit or expand upon therights created hereunder.  (b) This Agreement shall be interpreted in accordance with the plainmeaning of its terms and not strictly for or against any party.  (c) Either party’s failure to insist upon strict compliance with anyprovisions of this Agreement, or its failure to assert any right it may havehereunder, will not be deemed to be a waiver of such provision or right or anyother provision or right of this Agreement.  (d) If any term, condition, or provision of this Agreement could beconstrued by a court of competent jurisdiction to be invalid, void, unreasonableor unenforceable, the parties request that the court interpret, construe andapply such term, condition, or provision in such a manner so as to render theterm, condition, or provision valid, reasonable and enforceable.  (e) If any term, condition, or provision of this Agreement is held bya court of competent jurisdiction to be invalid, void or unenforceable, theremaining terms, conditions, and provisions shall remain in full force andeffect and not be affected, impaired or invalidated in any way.
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**CONFIDENTIAL**Sworn to and SubscribedBefore Me this ____ dayof _____________, 2010.             Notary Public EMPLOYEE       E-Mail: ____________________________________________Date: ______________________________________, 2010       Exide Technologies