EX-10.1






EXHIBIT 10.1




CONFIDENTIAL TREATMENT REQUESTED BY EXIDE TECHNOLOGIES—CONFIDENTIAL PORTIONS OF THIS DOCUMENT

HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***




March 25, 2010



Dear       :



Exide Technologies (the “Company”) is pleased to inform you that, pursuant to the Company’s 2009
Stock Incentive Plan (the “Plan”), you have been granted        Performance Shares
(“Performance Shares”) by the Compensation Committee of the Board of Directors (“Committee”) or, if
you are a Section 16 Officer of the Company (pursuant to Section 16 of the Securities Exchange Act
of 1934, as amended), by the non-employee members of the Board of Directors of the Company (the
”Board”), as of the date hereof. You will receive separate award agreements for any restricted
share or restricted share unit awards that you have also been granted as of the same date.



This award letter (the “Agreement”) sets forth the terms of the Performance Shares. However,
please note that the Performance Shares are also subject to the terms the Plan, as interpreted by
the Committee in its full discretion. Furthermore, this Agreement in no way guarantees that you
will receive any payment of shares of Common Stock pursuant to the Performance Shares under the
Plan. Any terms not defined in this Agreement will have the meaning ascribed to them in the Plan.
The Performance Shares are intended to constitute qualified performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).



General Terms



Your right to receive payment pursuant to the Performance Shares is contingent upon the achievement
of certain Management Objectives, which are described in detail below. The achievement of the
Management Objectives will be measured during the period from April 1, 2010 through March 31, 2013
(the “Performance Period”).



Management Objectives



The Management Objectives for the Performance Period are based on the achievement of performance
goals relating to (i) cumulative earnings before interest and taxes for the Performance Period, as
further defined below (“Cumulative EBIT”), and (ii) relative total shareholder return for the
Performance Period (“Relative TSR”) (collectively, the “Performance Metrics”). The term
“Cumulative EBIT” shall mean the sum of the gross profit (loss) less net interest expense and
income tax provision and adjusted to exclude gains or losses from currency remeasurement and
warrants revaluation, all as shown on the Company’s audited consolidated Statements of Operations
(including the Notes thereto) for each of the three years during the Performance Period.



As further described below, if minimum thresholds are met with respect to the Performance Metrics,
you will receive a payment of shares of Common Stock pursuant to at least a portion of the
Performance Shares. You will be eligible to earn up to 33.3% of the Performance Shares based on
the Cumulative EBIT Performance Metric and up to 66.7% of the Performance Shares based on the
Relative TSR Performance Metric. However, under no circumstance will you be able to earn more than
100% of the Performance Shares under this Agreement.



If the Committee determines that a change in the business, operations, corporate structure or
capital structure of the Company, the manner in which it conducts business, or other events or
circumstances render the Management Objectives to be unsuitable, the Committee may modify the
Management Objectives or the related levels of achievement, in whole or in part, as the Committee
deems appropriate; provided, however, that no such action will be made in the case
of a Covered Employee where such action may result in the loss of the otherwise available exemption
of the award under Section 162(m) of the Code.



Payment of Performance Shares



You will receive a payment of shares of Common Stock pursuant to the Performance Shares for the
Performance Period only if payment is otherwise permitted under the terms of the Plan and the Board
(or Committee, in the case of Covered Employees) has certified that the Management Objectives have
been satisfied. You will receive any shares of Common Stock pursuant to the Performance Shares
that you have earned under this Agreement within 90 days after March 31, 2013 (the “Payment Date”),
unless your Continuous Service with the Company or one of its subsidiaries terminates on account of
your death or disability or in connection with a Change in Control prior to the end of the
Performance Period, in which such case you will receive payment, if any, in accordance with the
terms set forth below under the heading “Effect of Early Termination on the Performance Shares.”



Earning of Performance Shares — Cumulative EBIT 



Provided that you remain in Continuous Service through the end of the Performance Period, the
actual number of shares of Common Stock, if any, that you will earn pursuant to the Performance
Shares at the end of the Performance Period that are attributable to the Cumulative EBIT
Performance Metric will be determined in accordance with the performance matrix set forth on
Exhibit A to this Agreement. Pursuant to the matrix, you will receive up to 33.3% of your
Performance Shares at the end of the Performance Period if Cumulative EBIT at the end of the
Performance Period equals or exceeds the threshold amount ($ *** ) (the “Cumulative EBIT Threshold
Amount”) as set forth on Exhibit A. If the Cumulative EBIT at the end of the Performance
Period is greater than the Cumulative EBIT Threshold Amount, but less than the target amount ($ ***
) (the “Cumulative EBIT Target Amount”) and is not expressly stated on Exhibit A, then each
additional $ *** improvement in performance will result in approximately a 0.75% increase in the
number of Performance Shares earned above the Cumulative EBIT Threshold Amount until the Cumulative
EBIT Target Amount is reached. No additional Performance Shares will be earned if performance
exceeds the Cumulative EBIT Target Amount.



Earning of Performance Shares – Relative TSR 



Provided that the EBIT Threshold, which is defined as $ *** in earnings before interest and taxes,
but excluding gains or losses from currency remeasurement and warrants revaluation (the “EBIT
Threshold”), has been achieved at the end of the Performance Period and you remain in Continuous
Service through the end of the Performance Period, the actual number of shares of Common Stock, if
any, that you will earn pursuant to the Performance Shares at the end of the Performance Period
that are attributable to the Relative TSR Performance Metric will be determined in accordance with
the performance matrix set forth on Exhibit B to this Agreement. Pursuant to the matrix,
you will receive up to 66.7% of your Performance Shares at the end of the Performance Period if the
Relative TSR at the end of the Performance Period equals or exceeds the threshold amount
(25th percentile) (the “Relative TSR Threshold Amount”) as set forth on Exhibit
B. If the Relative TSR at the end of the Performance Period is greater than the Relative TSR
Threshold Amount, but less than the target amount (75th percentile) (the “Relative TSR
Target Amount”) and is not expressly stated on Exhibit B, then each whole 1% improvement in
performance will result in approximately a 1% increase in the number of Performance Shares earned
above the Relative TSR Threshold Amount until the Relative TSR Target Amount is reached. No
additional Performance Shares will be earned if performance exceeds the Relative TSR Target Amount.
Furthermore, if the EBIT Threshold is not achieved at the end of the Performance Period, you will
not receive any Performance Shares under the Relative TSR Performance Metric.



For purposes of this award, Relative TSR will be based on the difference between the Beginning
Stock Price (as defined below) and the Ending Stock Price (as defined below) relative to the
performance of the Russell 2000®, plus the amount per share of any cash dividends paid
by the Company during the Performance Period. The term “Beginning Stock Price” means the average
closing price of a share of the Company’s Common Stock for the 20 consecutive trading days
immediately following, but not including, April 1, 2010 as reported by the online edition of The
Wall Street Journal on the NASDAQ Global Market, or as reported by such other source as the
Committee may approve. The term “Ending Stock Price” means the average closing price of a share of
the Company’s Common Stock for the 20 consecutive trading days immediately preceding, but not
including, the last day of the Performance Period as reported by the online edition of The Wall
Street Journal on the NASDAQ Global Market, or as reported by such other source as the Committee
may approve.



Effect of Early Termination on the Performance Shares



Death



If your Continuous Service terminates early on account of your death prior to the end of the
Performance Period, the number of shares of Common Stock that your beneficiary will receive
pursuant to the Performance Shares, if any, will be determined in accordance with Exhibits A
and B attached hereto and will be paid to your designated beneficiary on the Payment Date.
However, the number of shares of Common Stock will be pro-rated for the period starting on the date
hereof and ending on the last day of the month in which your Continuous Service is terminated on
account of your death.



Disability



If your Continuous Service terminates early on account of your disability prior to the end of the
Performance Period, the number of shares of Common Stock that you will receive pursuant to the
Performance Shares, if any, will be determined in accordance with Exhibits A and B attached
hereto and will be paid on the Payment Date. However, the number of shares of Common Stock will be
pro-rated for the period starting on the date hereof and ending on the last day of the month in
which your Continuous Service is terminated on account of your disability.



Change in Control



(a) In the event your Continuous Service is terminated by the Company for any reason other
than Cause or by you for Good Reason (as defined below) on or within twelve (12) months of a Change
in Control, the number of shares of Common Stock that you will receive pursuant to the Performance
Shares, if any, will be determined in accordance with Exhibits A and B attached hereto.
However, in order to determine the number of Performance Shares earned pursuant to both Performance
Metrics, the Performance Metrics will be measured as of the last day of the month in which your
Continuous Service is terminated in connection with the Change in Control instead of the last day
of the Performance Period. Any Performance Shares earned on the date your Continuous Service is
terminated in connection with a Change in Control will be delivered as soon as practicable, and in
all events within 30 days, following the date your Continuous Service is terminated in connection
with a Change in Control; provided, however, that if the termination of Continuous
Service is not a “separation of service” as defined under Section 409A of the Code, payment will be
made to you within 30 days following the earlier of (i) the Payment Date or (ii) the date of your
“separation of service” with the Company (determined in accordance with Section 409A of the Code);
further, provided, that if the date of payment is determined by reference to the
date of your “separation of service” with the Company (determined in accordance with Section 409A
of the Code) or the Change in Control does not constitute a change in ownership or effective
control of the Company or a change in the ownership of a substantial portion of the Company, within
the meaning of Section 409A of the Code, and you are considered a “specified employee” for the
purposes of Section 409A of the Code, payment will be made within 30 days of the first business day
of the seventh month after the date of your “separation of service” with the Company (determined in
accordance with Section 409A of the Code).



For purposes of this Agreement, the term “Good Reason” shall mean (i) a material diminution in your
authority, duties or responsibilities, (ii) a relocation of the office at which you provide
services to the Company or a Subsidiary to a location more than fifty (50) miles from its current
location; or (iii) any material breach of an employment agreement, if any, that is in effect at any
time between you and the Company.



Before a termination will constitute a termination for Good Reason, you must give the Company a
Notice of Good Reason within ninety (90) calendar days following the occurrence of the event that
constitutes Good Reason. Failure to provide such Notice of Good Reason within such 90-day period
shall be conclusive proof that you shall not have Good Reason to terminate employment.



Good Reason shall exist only if (A) the Company fails to remedy the event or events constituting
Good Reason within thirty (30) calendar days after receipt of the Notice of Good Reason from you
and (B) you terminate you employment within sixty (60) days after the end of the period set forth
in clause (A) above. If you determine that Good Reason for termination exists and timely file a
Notice of Good Reason, such determination shall be presumed to be true and the Company will have
the burden of proving that Good Reason does not exist.



For purposes of this Agreement, “Notice of Good Reason” means a written notice by you to the
Company which sets forth in reasonable detail the specific reason for a termination of employment
for Good Reason and the facts and circumstances claimed to provide a basis for such termination and
is provided to the Company in accordance with the terms set forth above.



Other Terminations



If your Continuous Service with the Company or any subsidiary is voluntarily or involuntarily
terminated during the Performance Period for any reason other than your death or disability, or in
connection with a Change in Control, you will forfeit your entire Performance Share Award.



If there is a conflict between these termination provisions and the termination provisions of the
Plan, the terms of the Plan shall govern.



Taxes and Withholding



To the extent that the Company is required to withhold any federal, state, local or foreign taxes
in connection with the payment of any shares of Common Stock made pursuant to the Performance
Shares and the amounts available to the Company for such withholding are insufficient, you shall
pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.
Unless otherwise determined by the Committee, you may elect to satisfy all or any part of any such
withholding obligation by (i) paying cash, (ii) surrendering to the Company a portion of the shares
of Common Stock that are issued or transferred to you or that become nontransferable by you
hereunder, and the shares of Common Stock so surrendered by you shall be credited against any such
withholding obligation at the Market Value per Share of such shares of Common Stock on the date of
such surrender, or (iii) a combination of such methods.



Please contact        at extension        if you have any questions about the Plan or the
Program.



Very truly yours,



     


By:



The undersigned hereby accepts the terms of this Award Agreement


and the Plan.



Address:











1



CONFIDENTIAL TREATMENT REQUESTED BY EXIDE TECHNOLOGIES—CONFIDENTIAL PORTIONS OF THIS DOCUMENT

HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***




Exhibit A




Performance Shares Earned — Cumulative EBIT




	 	 	 	 	 
	Cumulative EBIT	 	% of Award Earned
	Less than $***

	 	 	0	%
	 

	 	 	 	 
	$***

	 	 	16.7	%
	 

	 	 	 	 
	$***

	 	 	20.0	%
	 

	 	 	 	 
	$***

	 	 	23.3	%
	 

	 	 	 	 
	$***

	 	 	26.7	%
	 

	 	 	 	 
	$***

	 	 	30.0	%
	 

	 	 	 	 
	Equal to or greater than $***

	 	 	33.3	%
	 

	 	 	 	 










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Exhibit B




Performance Shares Earned – Relative TSR




	 	 	 	 	 
	Percentile Rank Relative to Russell 2000®
	 	% of Award Earned
	 
	 	 	 	 
	Less than 20
	 	 	0	%
	 
	 	 	 	 
	25
	 	 	16.67	%
	 
	 	 	 	 
	30
	 	 	21.68	%
	 
	 	 	 	 
	35
	 	 	26.68	%
	 
	 	 	 	 
	40
	 	 	31.68	%
	 
	 	 	 	 
	45
	 	 	36.69	%
	 
	 	 	 	 
	50
	 	 	41.69	%
	 
	 	 	 	 
	55
	 	 	46.69	%
	 
	 	 	 	 
	60
	 	 	51.69	%
	 
	 	 	 	 
	65
	 	 	56.70	%
	 
	 	 	 	 
	70
	 	 	61.70	%
	 
	 	 	 	 
	75 or greater
	 	 	66.7	%
	 
	 	 	 	 







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