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.








Exide Technologies

13000 Deerfield Parkway

Bldg. 200

Milton, GA 30004

Telephone: 678.566.9000

www.Exide.com




May 4, 2009




Dear Gordon:




You have been selected to participate in the Exide Technologies Annual Long-Term Performance
Program (the “Program”) established pursuant to the 2004 Stock Incentive Plan, as amended (the
“Plan”), for the performance period that began on April 1, 2009 and will end on March 31, 2010 (the
“Performance Period”). You will, as a part of the Program, receive separate option and restricted
share unit awards. This award letter sets forth the terms of the 151,033 Performance Unit(s)
(“Performance Units”) that have been granted to you by the Compensation Committee (“Committee”) of
the Board of Directors of Exide Technologies (the “Company”) under the Program and Plan for the
Performance Period. Please refer to the enclosed summary for an additional explanation of the
Program and the Performance Units. Such Performance Unit Award is intended to constitute qualified
performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”).




Cash payment of the Peformance Unit Award is based upon the attainment of target performance goals,
which are measured by two Performance Measures at the end of the Performance Period: (1) earnings
before interest, taxes, depreciation, amortization and restructuring, as well as non-cash currency
remeasurement gains or losses, non-cash gains or losses from the revaluation of the Company’s
warrants liability, impairment charges, gains or losses on assets sales, non-cash stock
compensation expense and minority interest (“Adjusted EBITDA”) and (2) Net Income plus or minus
after tax reorganization expenses relating to ongoing claims administration and settlement,
non-cash gain or loss from revaluation of the Company’s warrants liability (no tax effect as such
is not subject to U.S. income taxes), after tax restructuring charges, non-cash, after tax currency
remeasurement gains or losses which relates principally to historic intercompany debt, and the
impact of one-time tax items, including the impacts of non-cash valuation allowances, the sum of
which is divided by weighted average shares outstanding (“Adjusted EPS”). If the level of
achievement with respect to each indicator is the same, each indicator will provide 50% of the
total payable cash award. However, if the level of achievement is different for each indicator,
the amount earned with respect to each indicator will equal a larger or smaller percentage of the
total payable cash award.




There are three performance goal levels: Target Goal level, Threshold Goal level, and Maximum Goal
level. If the Target Goal level is met for both the Adjusted EBITDA and the Adjusted EPS, but is
not exceeded, you will be entitled to an aggregate target cash award of $950,000 for the
Performance Period (the “Target Award”). Likewise, if the Threshold Goal level is met for both the
Adjusted EBITDA and the Adjusted EPS, but is not exceeded, you will be entitled to an aggregate
threshold cash award of $760,000 for the Performance Period, and if the Maximum Goal level is met
for both the Adjusted EBITDA and the Adjusted EPS, but is not exceeded, you




 









 








CONFIDENTIAL TREATMENT REQUESTED BY EXIDE TECHNOLOGIES—CONFIDENTIAL PORTIONS OF
THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




will be entitled to an aggregate maximum cash award of $1,900,000 for the Performance Period. If
the Threshold Goal level is not met, you will not receive any payment for the Performance Period.




If performance falls between the Threshold Goal level and the Target Goal level, each 1%
improvement in performance will result in a 0.8% increase in award amount above the Threshold Goal
level until the Target Award amount is reached. If performance falls between the Target Goal level
and 125% of the Target Goal level, each 1% improvement in performance will result in a 2% increase
in award amount until 125% of the Target Goal level is reached. If performance is between 125% of
the Target Goal level and the Maximum Goal level (130% of the Target Goal), each 1% improvement in
performance will result in a 10% increase above 150% of the Target Award amount until the Maximum
Goal level is reached.




If you become entitled to receive any payment for your Performance Units, you will be paid a cash
payment with respect to your Performance Unit Award within forty-five (45) days after receipt of
audited results and approval by the Committee, but in no event later than December 31, 2010 (the
“Payment Date”).




Set forth below are the Threshold Goals, Target Goals and Maximum Goals for the Adjusted EBITDA and
Adjusted EPS indicators for the Performance Period:




	 	 	 	 	 	 	 
	Indicator	 	Threshold Goal	 	Target Goal	 	Maximum Goal
	Adjusted EBITDA

	 	$***
	 	$***
	 	$***
	Adjusted EPS

	 	$***
	 	$***
	 	$***






This letter in no way guarantees that you will receive a cash payment under the Program or Plan.
You will receive a cash payment (less any applicable withholding) with respect to the Performance
Unit Award for the Performance Period only if the Threshold Goal is achieved with respect to at
least one indicator and payment is otherwise permitted under the terms of the Plan.




If your employment terminates on account of your death prior to the end of the Performance Period,
you will receive a prorated portion of your Target Award based upon the fraction of the Performance
Period during which you worked. Such earned amount will be paid as soon as practicable, and in all
events within 10 days, following your date of termination on account of your death.




If your employment terminates on account of your disability prior to the end of the Performance
Period, you will receive a prorated portion of your Target Award based upon the fraction of the
Performance Period during which you worked. Such earned amount will be paid on 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).




If your employment is voluntarily or involuntarily terminated during the Performance Period, you
will forfeit your entire Performance Unit Award.




In the event of a Change in Control that constitutes 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




 




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





 









 








CONFIDENTIAL TREATMENT REQUESTED BY EXIDE TECHNOLOGIES—CONFIDENTIAL PORTIONS OF
THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




meaning of Section 409A of the Code (a “Section 409A Change in Control”), you will receive a
prorated portion of your Target Award based upon the fraction of the Performance Period during
which you worked. Such earned amount will be paid as soon as practicable, and in all events within
10 days, following the effective date of the Change in Control; provided, however,
that if the Change in Control is not a Section 409A Change in Control, notwithstanding that you
will be deemed to be vested in the prorated portion of your Target Award upon the occurrence of the
Change in Control, payment will be made to you on the earliest of (i) the Payment Date, (ii) 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) or (iii) your death.




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




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



Very truly yours,




	 	 	 
	 

By: George S. Jones Jr.

	 	 






The
undersigned hereby accepts the terms of this Award Agreement
and the Plan.




	 	 	 
	 

Gordon A. Ulsh

	 	 








 









 








CONFIDENTIAL TREATMENT REQUESTED BY EXIDE TECHNOLOGIES—CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




EXIDE TECHNOLOGIES

2004 STOCK INCENTIVE PLAN




Exhibit A



Designation of Beneficiary


          In connection with the PERFORMANCE UNIT AWARD AGREEMENT (the “Award Agreement”)
entered into on May 4, 2009 between Exide Technologies (the “Company”) and Gordon Ulsh, an
individual residing at                                                              (the “Recipient”), the Recipient hereby
designates the person specified below as the beneficiary of the Recipient’s interest in the
Performance Unit Award (as defined in the 2004 Stock Incentive Plan of the Company, as amended)
awarded pursuant to the Award Agreement. This designation shall remain in effect until revoked in
writing by the Recipient.



	 	 	 	 	 
	Name of Beneficiary:

	 	 
 

	 	 
	 
	 	 	 	 
	Address:

	 	 
 

	 	 
	 
	 	 	 	 
	 

	 	 
 

	 	 
	 
	 	 	 	 
	 

	 	 
 

	 	 
	 
	 	 	 	 
	Social Security No.:

	 	 
 

	 	 





          The Recipient understands that this designation operates to entitle the above-named
beneficiary to the rights conferred by the Award Agreement from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including
by delivery to the Company of a written designation of beneficiary executed by the Recipient on a
later date.



	 	 	 	 	 	 	 
	 

	 	Date:
	 	 
 

	 	  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Gordon Ulsh	 	 






Sworn to before me this

          
day of                     , 200_




                                                            

Notary Public




County of                                         

State of