Exhibit 10.27


STOCK SUBSCRIPTION AGREEMENT dated as of
March 22, 2002, among ENERSYS HOLDINGS INC., a Delaware corporation (the “Company”),
MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P., a Delaware limited
partnership (“MSDW Partners”), MORGAN STANLEY DEAN WITTER CAPITAL
INVESTORS IV, L.P., a Delaware limited partnership (“MSDW Investors”),
MSDW IV 892 INVESTORS, L.P., a Delaware limited partnership (“MSDW 892”),
MORGAN STANLEY GLOBAL EMERGING MARKETS PRIVATE INVESTMENT FUND, L.P., a
Delaware limited partnership (“MSDW GEM”), and MORGAN STANLEY GLOBAL
EMERGING MARKETS PRIVATE INVESTORS, L.P., a Delaware limited partnership (“MSDW
GEM Investors”; and together with such other parties (other than the
Company), individually, a “Purchaser”, and, collectively, the “Purchasers”).


WHEREAS, the Company is authorized by its
Certificate of Incorporation to issue 1,000,000 shares of its Series A
Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”);
and


WHEREAS, the Company and the Purchasers wish
to provide for the subscription for and purchase of certain shares of Preferred
Stock by the Purchasers.


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements hereinafter set forth, the
Company and the Purchasers hereby agree as follows:


ARTICLE I  

DEFINITIONS


SECTION 1.01  Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


“MSDW 892 Shares” means 45,649 shares
of Common Stock to be purchased hereunder by MSDW 892.


“MSDW GEM Shares” means 66,538 shares
of Preferred Stock to be purchased hereunder by MSDW GEM.


“MSDW GEM Investors Shares” means
4,050 shares of Preferred Stock to be purchased hereunder by MSDW GEM
Investors.


“MSDW Investors Shares” means 14,641
shares of Common Stock to be purchased hereunder by MSDW Investors.


“MSDW Partners Shares” means 535,005
shares of Common Stock to be purchased hereunder by MSDW Partners.


“Person” means an individual or a
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company or any other entity or organization,
including a government or political subdivision or any agency or
instrumentality thereof.


 

















 


“Shares” means the MSDW 892 Shares,
the MSDW GEM Shares, the MSDW GEM Investors Shares, the MSDW Investors Shares
and the MSDW Partners Shares.


“PSA” means the Purchase and Sale
Agreement dated as of January 6, 2002, by and between Invensys plc, a company
incorporated in England and Wales, and the Company.


ARTICLE II  

PURCHASE OF SHARES


SECTION 2.01  Purchase
and Sale of the Shares.  Upon the
fulfillment of the conditions in Section 2.02, (a) the Company will sell to
MSDW Investors and the MSDW Investors will purchase from the Company, the MSDW
Investors Shares, for an aggregate purchase price of $6,222,425, (b) the
Company will sell to MSDW Partners and MSDW Partners will purchase from the
Company the MSDW Partners Shares, for an aggregate purchase price of
$227,377,125, (c) the Company will sell to MSDW 892 and MSDW 892 will purchase
from the Company the MSDW 892 Shares, for an aggregate purchase price of
$19,400,825, (d) the Company will sell to MSDW GEM and MSDW GEM will purchase
from the Company the MSDW GEM Shares, for an aggregate purchase price of
$28,278,650, and (e) the Company will sell to MSDW GEM Investors and MSDW GEM
Investors will purchase from the Company the MSDW GEM Investors Shares, for an
aggregate purchase price of $1,721,250.


SECTION 2.02  Conditions
Precedent to the Purchase and Sale of the Shares.  The obligation of each Purchaser to purchase the Shares to be
purchased by such Purchaser hereunder, and the obligation of the Company to
sell such Shares, shall be subject to the fulfillment of the condition that the
closing of the transactions contemplated by the PSA shall have occurred (or
shall occur contemporaneously with the closing of such transactions).


SECTION 2.03  Effective
Time of Closing.  The closing of the
transactions contemplated by this Agreement shall be effective immediately
prior to the consummation of the transactions contemplated by Article I of the
PSA.


ARTICLE III  

INDEMNIFICATION


SECTION 3.01  Limitation
on Liability.  To the fullest extent
permitted by law, none of the Purchasers, or any of their respective partners
or other Affiliates, or their respective members, shareholders, directors,
managers, officers, employees, agents or other Affiliates, or any Person who
serves at the request of any Purchaser on behalf of any Person as an officer,
director, manager, partner or employee of any Person, (each, an “Indemnified
Party”), shall be liable to the Company for (a) any act or omission taken
or suffered by such Indemnified Party in connection with the conduct of the
affairs of the Company or otherwise in connection with such Purchaser’s shareholdings
in the Company, or the matters contemplated herein, unless such act or omission
resulted from fraud, willful misconduct or gross negligence by such Indemnified
Party or (b) any mistake, negligence, dishonesty or bad faith of any agent of
such Indemnified Party unless such Indemnified Party was responsible for the
selection or monitoring of such agent and acted in such capacity with gross
negligence.


 


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SECTION
3.02  Indemnification; Etc.


(a)           To
the fullest extent permitted by law, the Company shall indemnify and save
harmless each of the Indemnified Parties from and against any and all claims,
liabilities, damages, losses, costs and expenses (including amounts paid in
satisfaction of judgments, in compromises and settlements, as fines and
penalties and legal or other costs and reasonable expenses of investigating or
defending against any claim or alleged claim) of any nature whatsoever, known
or unknown, liquidated or unliquidated, that are incurred by such Indemnified
Party and arise out of or in connection with the affairs of the Company, or any
Indemnified Party’s shareholdings in the Company, including acting as a
director, manager or officer or its equivalent of the Company or otherwise in connection
with the matters contemplated herein; provided that an Indemnified Party shall
be entitled to indemnification hereunder only to the extent that such
Indemnified Party’s conduct did not constitute fraud, willful misconduct or
gross negligence.


To the extent the foregoing indemnification
is unavailable to any Indemnified Person or insufficient in respect of any
claims, liabilities, damages, losses, costs and expenses referred to above,
then the Company shall contribute to the amount paid or payable by such
Indemnified Person as a result of such claim, liability, damage, loss, cost or
expense in such proportion as is appropriate to reflect the relative benefits
received by the Company, on the one hand, and such Indemnified Person, on the
other hand, or, if such allocation is not permitted by applicable law, to
reflect not only the relative benefits referred to above but also any other
relevant equitable considerations.


The termination of any proceeding by
settlement, judgment, order, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that such Indemnified
Party’s conduct constituted fraud, bad faith, willful misconduct, gross
negligence or any such violation or breach.


(b)           Expenses
reasonably incurred by an Indemnified Party in defense or settlement of any
claim that may be subject to a right of indemnification hereunder shall be
advanced by the Company prior to the final disposition thereof upon receipt of
an undertaking by or on behalf of the Indemnified Party to repay such amount to
the extent that it shall be determined ultimately that such Indemnified Party
is not entitled to be indemnified hereunder.


(c)           The
right of any Indemnified Party to the indemnification provided herein shall be
cumulative of, and in addition to, any and all rights to which such Indemnified
Party may otherwise be entitled by contract or as a matter of law or equity and
shall extend to such Indemnified Party’s successors, assigns and legal
representatives.


(d)           The
Company shall pay, or shall reimburse each Purchaser not less frequently than
quarterly for, (a) all such Purchaser’s (and its general partner’s) reasonable
out-of-pocket fees and expenses (including, without limitation, fees and
expenses of independent accountants, lawyers and other consultants hired by
such Purchaser (and its general partner), the Company, or any lender,
stockholder, agent, advisor or service provider of or to such Purchaser (and
its general partner) or the Company that such Purchaser (and its general
partner) or the Company is obligated to pay) incurred in connection with or
related to such Purchaser’s investment in the 


 


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Company,
including, without limitation, with respect to (i) performance of due diligence
investigations and industry analyses, (ii) negotiation of shareholder
arrangements, and employment arrangements and management equity plans relating
to members of management of the Company, (iii) governmental or regulatory
filings made by, and compliance with securities laws by, such Purchaser or the
Company in connection with such Purchaser’s investment in the Company or any
acquisition by or disposition of the Company, (iv) acquisition, financing or
disposition transactions relating to the Company (whether or not consummated),
and (v) such Purchaser’s ongoing monitoring of the affairs of the Company
(including, without limitation, all expenses incurred in connection with such
Purchaser’s personnel serving as directors or officers of the Company, all
reasonable travel and related expenses, and all ongoing industry and company
analyses, and (vi) all agreements and documentation relating to any of the
foregoing (and any amendments thereto).


ARTICLE IV  

MISCELLANEOUS


SECTION 4.01  Amendment.  This Agreement may not be amended or
modified except by an instrument in writing signed by each Purchaser and the
Company.


SECTION 4.02  Entire
Agreement.  This Agreement
constitutes the entire agreement and supersedes all prior agreements and
undertakings, both written and oral, between the Purchasers and the Company
with respect to the subject matter hereof and, except as otherwise expressly
provided herein, is not intended to confer upon any other person any rights or
remedies hereunder.


SECTION 4.03  Assignment.  This Agreement shall not be assigned by
operation of law or otherwise.


SECTION 4.04  Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


SECTION 4.05  Counterparts.  This Agreement may be executed in two
counterparts, and by the parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. 
This Agreement shall become effective upon the execution and delivery of
this Agreement by all the named parties hereto.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective officers hereunto duly
authorized as of the date first above written.


 


 


	
   

  	
  ENERSYS HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard W. Zuidema

  
	
   

  	
   

  	
  Name:  Richard W. Zuidema

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY DEAN WITTER
  CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MSDW CAPITAL PARTNERS IV,
  LLC, as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  Inc., as Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenn Clifford

  
	
   

  	
   

  	
  Name:  Kenn Clifford

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MSDW IV 892 INVESTORS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MSDW CAPITAL PARTNERS IV,
  LLC, as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  Inc., as Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenn Clifford

  
	
   

  	
   

  	
  Name:  Kenn Clifford

  
	
   

  	
   

  	
  Title:  Managing Director

  
				



 


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  MORGAN STANLEY DEAN WITTER
  CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MSDW CAPITAL PARTNERS IV,
  LLC, as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  Inc., as Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenn Clifford

  
	
   

  	
   

  	
  Name:  Kenn Clifford

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY GLOBAL

  
	
   

  	
  EMERGING MARKETS PRIVATE

  
	
   

  	
  INVESTMENT FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: MORGAN STANLEY GLOBAL
  EMERGING MARKETS, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenn Clifford

  
	
   

  	
   

  	
  Name:  Kenn Clifford

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY GLOBAL

  
	
   

  	
  EMERGING MARKETS PRIVATE

  
	
   

  	
  INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: MORGAN STANLEY GLOBAL
  EMERGING MARKETS, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenn Clifford

  
	
   

  	
   

  	
  Name:  Kenn Clifford

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


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