EX-10.1 2004 STOCK INCENTIVE PLAN



 





Exhibit 10.1




EXIDE TECHNOLOGIES

2004 STOCK INCENTIVE PLAN

(as amended and restated effective June 28, 2006)

(and as approved by shareholders on August 22, 2006)



1. Establishment, Purpose, and Types of Awards




     Exide Technologies (the “Company”) hereby establishes an incentive compensation plan to be
known as the “Exide Technologies 2004 Stock Incentive Plan” (hereinafter referred to as the
“Plan”), in order to provide incentives and awards to select key management employees and directors
of the Company and its Affiliates, as well as certain consultants.



     The Plan permits the granting of the following types of awards (“Awards”), according to the
Sections of the Plan listed here:



	 	 	 	 	 
	 

	 	Section 6

Section 7

Section 8
	 	Options

Restricted Shares

Performance Awards






     The Plan is not intended to affect and shall not affect any stock options, equity-based
compensation, or other benefits that the Company or its Affiliates may have provided, or may
separately provide in the future pursuant to any agreement, plan, or program that is independent of
this Plan.


2. Defined Terms




     Terms in the Plan that begin with an initial capital letter have the defined meaning set forth
in Appendix A, unless defined elsewhere in this Plan or the context of their use clearly indicates
a different meaning.


3. Shares Subject to the Plan




     Subject to the provisions of Section 11 of the Plan, the maximum number of Shares that the
Company may issue is 7,125,000 Shares for all Awards all of which may be issued as Incentive Stock
Options (“ISO”); but the Company shall not issue more than 1,900,000 Shares pursuant to Awards in
the form of Restricted Shares and Performance Awards. For all Awards, the Shares issued pursuant
to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or
otherwise holds in treasury.



     Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled,
or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the
Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent
Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares
that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of
the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due
upon the grant, exercise, vesting, or distribution of an Award. Notwithstanding the foregoing, but
subject to adjustments pursuant to Section 11 below, the number of Shares that are available for
ISO



 









 







Awards shall be determined, to the extent required under applicable tax laws, by reducing the
number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to
Awards (whether or not Shares are issued pursuant to such Awards); provided that any Shares that
are either purchased under the Plan and forfeited back to the Plan, or surrendered in payment of
the Exercise Price for an Award shall be available for issuance pursuant to ISO Awards.


4. Administration




     (a) General. The Committee shall administer the Plan in accordance with its terms, provided
that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings
at such times and places as it may determine and shall make such rules and regulations for the
conduct of its business as it deems advisable. In the absence of a duly appointed Committee or if
the Board otherwise chooses to act in lieu of a Committee, the Board shall function as the
Committee for all purposes of the Plan.



     (b) Committee Composition. The Board shall appoint the members of the Committee. The Board
or Committee may (i) delegate to a committee of one or more members of the Board who are not
“outside directors” within the meaning of Section 162(m) of the Code the authority to grant awards
to Eligible Persons who are either (A) not then “covered employees” within the meaning of Section
162(m) of the Code (“Covered Employees”) and are not expected to be Covered Employees at the time
of recognition of income resulting from such Award or (B) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code or (ii) delegate to a committee of one or
more members of the Board who are not “non-employee directors” within the meaning of Rule 16b-3 the
authority to grant Awards to Eligible Persons who are not subject to Section 16 of the Exchange
Act. The Board may at any time appoint additional members to the Committee, remove and replace
members of the Committee with or without Cause, and fill vacancies on the Committee however caused.



     (c) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have
the authority, in its sole discretion:




     (i) to determine Eligible Persons to whom Awards shall be granted from time to time and
the number of Shares or units to be covered by each Award;




     (ii) to determine, from time to time, the Fair Market Value of Shares;




     (iii) to determine, and to set forth in Award Agreements, the terms and conditions of
all Awards, including any applicable exercise or purchase price, the installments and
conditions under which an Award shall become vested (which may be based on performance),
terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration
or waiver of forfeiture restrictions, and other restrictions and limitations;




     (iv) to approve the forms of Award Agreements and all other documents, notices and
certificates in connection therewith which need not be identical either as to type of Award
or among Participants;



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     (v) to construe and interpret the terms of the Plan and any Award Agreement, to
determine the meaning of their terms, and to prescribe, amend, and rescind rules and
procedures relating to the Plan and its administration; and




     (vi) to determine, with respect to any calendar year, whether Directors may elect to
receive an Option in lieu of payment of fees in cash, and the percentage of such fees that
may be declined in order to receive a grant of such an Option;




     (vii) in order to fulfill the purposes of the Plan and without amending the Plan,
modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to
modify Award Agreements for changes in Applicable Law, and to recognize differences in
foreign law, tax policies, or customs; and




     (viii) to make all other interpretations and to take all other actions that the
Committee may consider necessary or advisable to administer the Plan or to effectuate its
purposes.



     Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may
delegate administrative functions to individuals who are Reporting Persons, officers, or Employees
of the Company or its Affiliates.



     (d) Deference to Committee Determinations. The Committee shall have the discretion to
interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to
be appropriate in its sole discretion, and to make any findings of fact needed in the
administration of the Plan or Award Agreements. The Committee’s prior exercise of its
discretionary authority shall not obligate it to exercise its authority in a like fashion
thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of
any Award or Award Agreement, shall be final, binding, and conclusive. The validity of any such
interpretation, construction, decision or finding of fact shall not be given de novo review if
challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly
arbitrary or capricious.



     (e) No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person
acting at the direction of the Board or the Committee, shall be liable for any act, omission,
interpretation, construction or determination made in good faith with respect to the Plan, any
Award or any Award Agreement. The Company and its Affiliates shall pay or reimburse any member of
the Committee, as well as any Director, Employee, or Consultant who takes action in connection with
the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable
under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and
costs (including reasonable attorney’s fees) arising out of their good faith performance of duties
under the Plan. The Company and its Affiliates may obtain liability insurance for this purpose.


5. Eligibility




     (a) General Rule. The Committee may grant ISOs only to Employees (including officers who are
Employees) of the Company or an Affiliate that is a “parent corporation” or “subsidiary
corporation” within the meaning of Section 424 of the Code, and may grant all other Awards to any
Eligible Person. A Participant who has been granted an Award may be granted an additional Award



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or Awards if the Committee shall so determine, if such person is otherwise an Eligible Person
and if otherwise in accordance with the terms of the Plan.



     (b) Grant of Awards. Subject to the express provisions of the Plan, the Committee shall
determine from the class of Eligible Persons those individuals to whom Awards under the Plan may be
granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares
or the Award and, in the case of Performance Awards, in addition to the matters addressed in
Section 8 below, the specific objectives, goals and performance criteria that further define the
Performance Award. Each Award shall be evidenced by an Award Agreement signed by the Company and,
if required by the Committee, by the Participant. The Award Agreement shall set forth the material
terms and conditions of the Award established by the Committee.



     (c) Limits on Awards. During the term of the Plan, no Participant may receive Options under
the Plan that relate to more than 1,500,000 Shares and no Participant may receive Performance
Awards under the Plan that, in the aggregate, relate to more than 600,000 Shares. The Committee
may adjust these limitations pursuant to Section 11 below.



     (d) Grant of Options in Lieu of directors’ Fees. To the extent permitted by the Committee with
respect to fees earned in any calendar year, a Director may elect, prior to the year with respect
to which such fees will be earned, to choose to decline to accept all or a portion of the fees that
would otherwise be paid in cash, and in lieu thereof, the have the committee grant an Option under
the Plan. Such Option shall cover the number of Shares at a per Share exercise price equal to 100%
of the Fair Market Value per Share on the Grant Date that would, in the aggregate, have the
equivalent value of the fees that will not be paid (as determined using the Black-Scholes method or
such other reasonable method of valuation used by the Committee). The Grant Date of the Option
shall be the date that the fees would otherwise have been paid, and will be 100% vested on the
Grant Date.


6. Option Awards




     (a) Types; Documentation. The Committee may in its discretion grant ISOs to any Employee and
Non-ISOs to any Eligible Person, and shall evidence any such grants in an Award Agreement that is
delivered to the Participant. Each Option shall be designated in the Award Agreement as an ISO or
a Non-ISO, and the same Award Agreement may grant both types of Options. Any portion of an Option
that is not designated in the Award Agreement as an ISO or that otherwise fails or is not qualified
as an ISO (even if designated as an ISO) shall be a Non-ISO. At the sole discretion of the
Committee, any Option may be exercisable, in whole or in part, immediately upon the grant thereof,
or only after the occurrence of a specified event, or only in installments, which installments may
vary. Options granted under the Plan may contain such terms and provisions not inconsistent with
the Plan that the Committee shall deem advisable in its sole and absolute discretion.



     (b) ISO $100,000 Limitation. To the extent that the aggregate Fair Market Value of Shares
with respect to which Options designated as ISOs first become exercisable by a Participant in any
calendar year (under this Plan and any other plan of the Company or any Affiliate) exceeds
$100,000, such excess Options shall be treated as Non-ISOs. For purposes of determining whether
the $100,000 limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall be
determined as of the Grant Date. In reducing the number of Options treated as ISOs to meet the
$100,000 limit, the most recently granted Options shall be reduced first. In the event that
Section 422 of the Code is



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amended to alter the limitation set forth therein, the limitation of this Section 6(b) shall
be automatically adjusted accordingly.



     (c) Term of Options. Each Award Agreement shall specify a term at the end of which the Option
automatically expires, subject to earlier termination provisions contained in Section 6(h) hereof;
provided, that, the term of any Option may not exceed ten years from the Grant Date. In the case
of an ISO granted to an Employee who is a Ten Percent Holder on the Grant Date, the term of the ISO
shall not exceed five years from the Grant Date.



     (d) Exercise Price. The exercise price of an Option shall be determined by the Committee in
its discretion and shall be set forth in the Award Agreement, subject to the following special
rules:




     (i) ISOs. If an ISO is granted to an Employee who on the Grant Date is a Ten
Percent Holder, the per Share exercise price shall not be less than 110% of the Fair Market
Value per Share on such Grant Date. If an ISO is granted to any other Employee, the per
Share exercise price shall not be less than 100% of the Fair Market Value per Share on the
Grant Date.




     (ii) Non-ISOs. The per Share exercise price for the Shares to be issued
pursuant to the exercise of a Non-ISO shall not be less than 100% of the Fair Market Value
per Share on the Grant Date.



     (e) Exercise of Option. The Committee shall in its sole discretion determine the times,
circumstances, and conditions under which an Option shall be exercisable, and shall set them forth
in the Award Agreement. The Committee shall have the discretion to determine whether and to what
extent the vesting of Options shall be tolled during any unpaid leave of absence; provided,
however, that in the absence of such determination, vesting of Options shall be tolled during any
such leave approved by the Company.



     (f) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share.
The Committee may require in an Award Agreement that an Option be exercised as to a minimum number
of Shares, provided that such requirement shall not prevent a Participant from purchasing the full
number of Shares as to which the Option is then exercisable.



     (g) Methods of Exercise. Prior to its expiration pursuant to the terms of the applicable
Award Agreement, each Option may be exercised, in whole or in part (provided that the Company shall
not be required to issue fractional shares), by delivery of written notice of exercise to the
secretary of the Company accompanied by the full exercise price of the Shares being purchased. In
the case of an ISO, the Committee shall determine the acceptable methods of payment on the Grant
Date and it shall be included in the applicable Award Agreement. The methods of payment that the
Committee may in its discretion accept or commit to accept in an Award Agreement include:




     (i) cash or check payable to the Company (in U.S. dollars);




     (ii) other Shares that (A) are owned by the Participant who is purchasing Shares
pursuant to an Option, (B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which the Option is being exercised, (C) were
not acquired by such Participant pursuant to the exercise of an Option, unless such Shares
have



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been owned by such Participant for at least six months or such other period as the
Committee may determine, (D) are all, at the time of such surrender, free and clear of any
and all claims, pledges, liens and encumbrances, or any restrictions which would in any
manner restrict the transfer of such shares to or by the Company (other than such
restrictions as may have existed prior to an issuance of such Shares by the Company to such
Participant), and (E) are duly endorsed for transfer to the Company;




     (iii) a cashless exercise program that the Committee may approve, from time to time in
its discretion, pursuant to which a Participant may concurrently provide irrevocable
instructions (A) to such Participant’s broker or dealer to effect the immediate sale of the
purchased Shares and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the exercise price of the Option plus all
applicable taxes required to be withheld by the Company by reason of such exercise, and (B)
to the Company to deliver the certificates for the purchased Shares directly to such broker
or dealer in order to complete the sale; or




     (iv) any combination of the foregoing methods of payment.



     The Company shall not be required to deliver Shares pursuant to the exercise of an Option
until payment of the full exercise price therefore is received by the Company.



     (h) Termination of Continuous Service. The Committee may establish and set forth in the
applicable Award Agreement the terms and conditions on which an Option shall remain exercisable, if
at all, following termination of a Participant’s Continuous Service. The Committee may waive or
modify these provisions at any time. To the extent that a Participant is not entitled to exercise
an Option at the date of his or her termination of Continuous Service, or if the Participant (or
other person entitled to exercise the Option) does not exercise the Option to the extent so
entitled within the time specified in the Award Agreement or below (as applicable), the Option
shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the
Plan and become available for future Awards. In no event may any Option be exercised after the
expiration of the Option term as set forth in the Award Agreement.



     The following provisions shall apply to the extent an Award Agreement does not specify the
terms and conditions upon which an Option shall terminate when there is a termination of a
Participant’s Continuous Service:




     (i) Termination other than Upon Disability or Death or for Cause. In the event
of termination of a Participant’s Continuous Service (other than as a result of
Participant’s death, disability or termination for Cause), the Participant shall have the
right to exercise an Option at any time within 90 days following such termination to the
extent the Participant was entitled to exercise such Option at the date of such termination.




     (ii) Disability. In the event of termination of a Participant’s Continuous
Service as a result of his or her “disability” within the meaning of Section 22(e)(3) of the
Code, the Participant shall have the right to exercise an Option at any time within one year
following such termination to the extent the Participant was entitled to exercise such
Option at the date of such termination.



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     (iii) Death. In the event of the death of a Participant during the period of
Continuous Service since the Grant Date of an Option, or within thirty days following
termination of the Participant’s Continuous Service, the Option may be exercised, at any
time within one year following the date of the Participant’s death, by the Participant’s
estate or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the right to exercise the Option had vested at the date
of death or, if earlier, the date the Participant’s Continuous Service terminated.




     (iv) Cause. If the Committee determines that a Participant’s Continuous
Service terminated due to Cause, the Participant shall immediately forfeit the right to
exercise any Option, and it shall be considered immediately null and void.



     (i) Prohibition on Repricing. No Option granted hereunder shall be amended to reduce the
exercise price under such Option, or surrendered in exchange for a replacement Option having a
lower purchase price per share; provided that this Section 6 (i) shall not restrict or prohibit any
adjustment or other action taken pursuant to Section 11 below.


7. Restricted Shares 




     (a) Grants. The Committee may in its discretion grant restricted shares (“Restricted Shares”)
to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the
Participant which sets forth the number of Restricted Shares, the purchase price for such
Restricted Shares (if any) and the terms upon which the Restricted Shares may become vested. The
Committee may condition any Award of Restricted Shares to a Participant on receiving from the
Participant such further assurances and documents as the Committee may require to enforce the
restrictions.



     (b) Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting
Restricted Shares, the terms and conditions under which the Participant’s interest in the
Restricted Shares will become vested and non-forfeitable. Except as set forth in the applicable
Award Agreement or as otherwise determined by the Committee, upon termination of a Participant’s
Continuous Service for any reason, the Participant shall forfeit his or her Restricted Shares;
provided that if a Participant purchases the Restricted Shares and forfeits them for any reason,
the Company shall return the purchase price to the Participant only if and to the extent set forth
in an Award Agreement.



     (c) Issuance of Restricted Shares Prior to Vesting. The Company shall issue stock
certificates that evidence Restricted Shares pending the lapse of applicable restrictions, and that
bear a legend making appropriate reference to such restrictions. Except as set forth in the
applicable Award Agreement or the Committee otherwise determines, the Company or a third party that
the Company designates shall hold such Restricted Shares and any dividends that accrue with respect
to Restricted Shares pursuant to Section 8(e) below.



     (d) Issuance of Shares upon Vesting. As soon as practicable after vesting of a Participant’s
Restricted Shares and the Participant’s satisfaction of applicable tax withholding requirements,
the Company shall release to the Participant, free from the vesting restrictions, one Share for
each vested Restricted Share, unless an Award Agreement provides otherwise. No fractional shares
shall be distributed, and cash shall be paid in lieu thereof.



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     (e) Dividends Payable on Vesting. Whenever Shares are released to a Participant under Section
7(d) above pursuant to the vesting of Restricted Shares are issued to a Participant pursuant to
Section 7(d) above, such Participant may receive, in the sole discretion of the Committee, with
respect to each Share released or issued, an amount equal to any cash dividends (plus, in the
discretion of the Committee, simple interest at a rate as the Committee may determine) and a number
of Shares equal to any stock dividends, which were declared and paid to the holders of Shares
between the Grant Date and the date such Share is released or issued.


8. Performance Awards




     (a) Performance Units. Subject to the limitations set forth in paragraph (c) hereof, the
Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence
such grant in an Award Agreement that is delivered to the Participant which sets forth the terms
and conditions of the Award.



     (b) Performance Compensation Awards. Subject to the limitations set forth in paragraph (c)
hereof, the Committee may, at the time of grant of a Performance Unit, designate such Award as a
“Performance Compensation Award” in order that such Award constitutes “qualified performance-based
compensation” under Code Section 162(m), in which event the Committee shall have the power to grant
such Performance Compensation Award upon terms and conditions that qualify it as “qualified
performance-based compensation” within the meaning of Code Section 162(m). With respect to each
such Performance Compensation Award, the Committee shall establish, in writing within the time
required under Code Section 162(m), a “Performance Period,” “Performance Measure(s)”, and
“Performance Formula(e)” (each such term being hereinafter defined).



     A Participant shall be eligible to receive payment in respect of a Performance Compensation
Award only to the extent that the Performance Measure(s) for such Award are achieved and the
Performance Formula(e) as applied against such Performance Measure(s) determines that all or some
portion of such Participant’s Award has been earned for the Performance Period. As soon as
practicable after the close of each Performance Period, the Committee shall review and certify in
writing whether, and to what extent, the Performance Measure(s) for the Performance Period have
been achieved and, if so, determine and certify in writing the amount of the Performance
Compensation Award to be paid to the Participant and, in so doing, may use negative discretion to
decrease, but not increase, the amount of the Award otherwise payable to the Participant based upon
such performance.



     (c) Limitations on Awards. The maximum Performance Unit Award and the maximum Performance
Compensation Award that any one Participant may receive for any one Performance Period shall not
together exceed 600,000 Shares and $2,000,000 in cash.



     (d) Definitions.




     (i) “Performance Formula” means, for a Performance Period, one or more objective
formulas or standards established by the Committee for purposes of determining whether or
the extent to which an Award has been earned based on the level of performance attained or
to be attained with respect to one or more Performance Measure(s). Performance Formulae may
vary from Performance Period to Performance Period and from



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Participant to Participant and may be established on a stand-alone basis, in tandem or
in the alternative.




     (ii) “Performance Measure” means one or more of the following selected by the Committee
to measure Company, Affiliate, and/or business unit performance for a Performance Period,
whether in absolute or relative terms (including, without limitation, terms relative to a
peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue;
earnings before interest, taxes, and other adjustments (in total or on a per share basis);
basic or adjusted net income; returns on equity, assets, capital, revenue or similar
measure; economic value added; working capital; total shareholder return; and product
development, product market share, research, licensing, litigation, human resources,
information services, mergers, acquisitions, sales of assets of Affiliates or business
units. Each such measure shall be to the extent applicable, determined in accordance with
generally accepted accounting principles as consistently applied by the Company (or such
other standard applied by the Committee) and, if so determined by the Committee, and in the
case of a Performance Compensation Award, to the extent permitted under Code Section 162(m),
adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a
business segment, unusual or infrequently occurring events and transactions and cumulative
effects of changes in accounting principles. Performance Measures may vary from Performance
Period to Performance Period and from Participant to Participant, and may be established on
a stand-alone basis, in tandem or in the alternative.




     (iii) “Performance Period” means one or more periods of time (of not less than one
calendar year or one fiscal year of the Company), as the Committee may designate, over which
the attainment of one or more Performance Measure(s) will be measured for the purpose of
determining a Participant’s rights in respect of an Award. Notwithstanding the above, if an
Award is granted to an Employee who is hired after the beginning of a calendar or fiscal
year, such Award may designate a Performance Period of less than one calendar year or less
than one fiscal year of the Company.


9. Taxes




     (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan,
the Participant (or in the case of the Participant’s death, the person who succeeds to the
Participant’s rights) shall make such arrangements as the Company may require for the satisfaction
of any applicable federal, state, local or foreign withholding tax obligations that may arise in
connection with the Award and the issuance of Shares. The Company shall not be required to issue
any Shares until such obligations are satisfied. If the Committee allows the withholding or
surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not
allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes.



     (b) Default Rule for Employees. In the absence of any other arrangement, an Employee shall be
deemed to have directed the Company to withhold or collect from his or her cash compensation an
amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable
after the date of the exercise of an Award or of the other event giving rise to the
withholding tax obligations.



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     (c) Special Rules. In the case of a Participant other than an Employee (or in the case of an
Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with
respect to any remaining tax obligations), in the absence of any other arrangement and to the
extent permitted under the Applicable Law, the Participant shall be deemed to have elected to have
the Company withhold from the Shares or cash to be issued pursuant to an Award that number of
Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal
to the amount required to be withheld. For purposes of this Section 9, the Fair Market Value of
the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is
to be determined under the Applicable Law (the “Tax Date”).



     (d) Surrender of Shares. If permitted by the Committee, in its discretion, a Participant may
satisfy the minimum applicable tax withholding and employment tax obligations associated with an
Award by surrendering Shares to the Company (including Shares that would otherwise be issued
pursuant to the Award) that have a Fair Market Value determined as of the applicable Tax Date equal
to the amount required to be withheld. In the case of Shares previously acquired from the Company
that are surrendered under this Section 9, such Shares must have been owned by the Participant for
more than six months on the date of surrender (or such longer period of time the Company may in its
discretion require).


10. Non-Transferability of Awards




     (a) General. Except as set forth in this Section 10, or as otherwise approved by the
Committee for a select group of management or highly compensated Employees, Awards may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution. The designation of a beneficiary by a Participant will not
constitute a transfer. An Award may be exercised, during the lifetime of the holder of an Award,
only by such holder, the duly-authorized legal representative of a disabled Participant, or a
transferee permitted by this Section 10.



     (b) Limited Transferability Rights. Notwithstanding anything else in this Section 10, the
Committee may in its discretion provide that an Award, other than ISOs, may be transferred, on such
terms and conditions as the Committee deems appropriate, either (i) by instrument to the
Participant’s “Immediate Family” (as defined below), (ii) by instrument to an inter vivos or
testamentary trust (or other entity) in which the Award is to be passed to the Participant’s
designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the
Participant’s rights shall succeed and be subject to all of the terms of this Award Agreement and
the Plan. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive
relationships.


11. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions




     (a) Changes in Capitalization. The Committee shall equitably adjust the number of Shares
covered by each outstanding Award, the maximum Awards that can be granted to any individual under
the Plan, and the number of Shares that have been authorized for issuance under the Plan
but as to which no Awards have yet been granted or that have been returned to the Plan upon
cancellation, forfeiture, or expiration of an Award, as well as the price per Share covered by each
such outstanding Award, to reflect any increase or decrease in the number of issued Shares
resulting from a number of




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actions including, but not limited to, a stock-split, reverse stock-split, stock dividend,
combination, recapitalization or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the Company. The
Committee shall take the aforementioned actions if it determines that such adjustments are
necessary to prevent dilution or enlargement of benefits intended to be made available under the
Plan. In the event of any such transaction or event, the Committee may provide in substitution for
any or all outstanding Options under the Plan such alternative consideration (including securities
of any surviving entity) as it may in good faith determine to be equitable under the circumstances
and may require in connection therewith the surrender of all Options so replaced. In any case,
such substitution of securities shall not require the consent of any person who is granted Options
pursuant to the Plan. Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be required to be made with respect to, the number or price
of Shares subject to any Award. Any adjustments made to an ISO shall be made in accordance with
Section 424(a) of the Code.




     (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company
other than as part of a Change of Control, each Award will terminate immediately prior to the
consummation of such action, subject to the ability of the Committee to exercise any discretion
authorized in the case of a Change in Control.



     (c) Change in Control. In the event of a Change in Control, the Committee may in its sole and
absolute discretion and authority, without obtaining the approval or consent of the Company’s
shareholders or any Participant with respect to his or her outstanding Awards, take one or more of
the following actions:




     (i) arrange for or otherwise provide that each outstanding Award shall be
assumed or a substantially similar award shall be substituted by a successor
corporation or a parent or subsidiary of such successor corporation (the “Successor
Corporation”);




     (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the
extent applicable, become exercisable) as to the Shares that otherwise would have
been unvested and provide that repurchase rights of the Company with respect to
Shares issued upon exercise of an Award shall lapse as to the Shares subject to such
repurchase right;




     (iii) arrange or otherwise provide for the payment of cash or other
consideration to Participants in exchange for the satisfaction and cancellation of
outstanding Awards; or




     (iv) make such other modifications, adjustments or amendments to outstanding
Awards or this Plan as the Committee deems necessary or appropriate, subject however
to the terms of Section 14(a) below.



     Notwithstanding the above, in the event a Participant holding an Award assumed or substituted
by the Successor Corporation in a Change in Control is Involuntarily Terminated by the Successor
Corporation in connection with, or within 12 months following consummation of, the Change in
Control, then any assumed or substituted Award held by the terminated Participant at the



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time of termination shall accelerate and become fully vested (and exercisable in full in the
case of Options), and any repurchase right applicable to any Shares shall lapse in full, unless an
Award Agreement provides for a more restrictive acceleration or vesting schedule or more
restrictive limitations on the lapse of repurchase rights or otherwise places additional
restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of
repurchase rights provided for in the previous sentence shall occur immediately prior to the
effective date of the Participant’s termination, unless an Award Agreement provides otherwise.



     (d) Certain Distributions. In the event of any distribution to the Company’s shareholders of
securities of any other entity or other assets (other than dividends payable in cash or stock of
the Company) without receipt of consideration by the Company, the Committee may, in its discretion,
appropriately adjust the number of Shares and/or the price per Share covered by each outstanding
Award to reflect the effect of such distribution.


12. Time of Granting Awards.




     The date of grant (“Grant Date”) of an Award shall be the date on which the Committee makes
the determination granting such Award or such other date as is determined by the Committee,
provided that in the case of an ISO, the Grant Date shall be the later of the date on which the
Committee makes the determination granting such ISO or the date of commencement of the
Participant’s employment relationship with the Company.


13. Term of Plan.




     The Plan shall continue in effect for a term of ten (10) years from its effective date as
determined under Section 17 below, unless the Plan is sooner terminated under Section 14 below.


14. Amendment and Termination of the Plan; Modifications of Awards.




     (a) Authority to Amend or Terminate. Subject to any applicable law, regulation or stock
exchange rule requiring shareholder approval, the Board may from time to time amend, alter,
suspend, discontinue, or terminate the Plan in a form and manner consistent with Applicable Laws.



     (b) Effect of Amendment or Termination. No amendment, suspension, or termination of the Plan
shall materially and adversely affect Awards already granted unless either it relates to an
adjustment pursuant to Section 11 above, or it is otherwise mutually agreed between the Participant
and the Committee, which agreement must be in writing and signed by the Participant and the
Company. Notwithstanding the foregoing, the Committee may amend the Plan to eliminate provisions
which are no longer necessary as a result of changes in tax, accounting or securities laws or
regulations, or in the interpretation thereof.



     (c) Modification, Extension and Renewal of Awards. Within the limitations of the Plan, the
Committee may modify an Award, to accelerate the rate at which an Option may be exercised
(including without limitation permitting an Option to be exercised in full without regard to the
installment or vesting provisions of the applicable Award Agreement or whether the Option is at the
time exercisable, to the extent it has not previously been exercised), to accelerate the vesting of
any Award or to extend or renew outstanding Awards. Notwithstanding the foregoing provision and
except as expressly provided in the Plan or in the Award Agreement, no modification of an



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outstanding Award shall materially and adversely affect such Participant’s rights thereunder,
unless either the Participant provides written consent or there is an express Plan provision
permitting the Committee to act unilaterally to make the modification.


15. Conditions Upon Issuance of Shares.




     Notwithstanding any other provision of the Plan or any agreement entered into by the Company
pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure,
to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with
Applicable Law, with such compliance determined by the Company in consultation with its legal
counsel.


16. Reservation of Shares.




     The Company, during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.


17. Effective Date.




     This Plan shall become effective on the date of its approval by the Board; provided that this
Plan shall be submitted to the Company’s shareholders for approval, and if not approved by the
shareholders in accordance with Applicable Laws (as determined by the Committee in its discretion)
within one year from the date of approval by the Board, this Plan and any Awards shall be null,
void, and of no force and effect. Awards granted under this Plan before approval of this Plan by
the shareholders shall be granted subject to such approval, and no Shares shall be distributed
before such approval. Unless the Company determines to submit Section 8 of the Plan and the
definition of Performance Measure(s) to the Company’s stockholders at the first stockholder meeting
that occurs in the fifth year following the year in which the Plan was last approved by
stockholders (or any earlier meeting designated by the Board), in accordance with the requirements
of Section 162(m) of the Code, and such stockholder approval is obtained, then no further
Performance Awards shall be made to Eligible Persons under Section 8 after the date of such annual
meeting, but the remainder of the Plan shall continue in effect.


18. Controlling Law.




     All disputes relating to or arising from the Plan shall be governed by the internal
substantive laws (and not the laws of conflicts of laws) of the State of Delaware, to the extent
not preempted by United States federal law. If any provision of this Plan is held by a court of
competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to
be fully effective.


19. Laws And Regulations.




     (a) U.S. Securities Laws. This Plan, the grant of Awards, and the exercise of Options under
this Plan, and the obligation of the Company to sell or deliver any of its securities (including,
without limitation, Options, Restricted Shares and Shares) under this Plan shall be subject to all
Applicable Law. In the event that the Shares are not registered under the Securities Act of 1933,
as amended (the “Act”), or any applicable state securities laws prior to the delivery of such
Shares, the Company may require, as a condition to the issuance thereof, that the persons to whom
Shares are to be issued



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represent and warrant in writing to the Company that such Shares are being acquired by him or
her for investment for his or her own account and not with a view to, for resale in connection
with, or with an intent of participating directly or indirectly in, any distribution of such Shares
within the meaning of the Act, and a legend to that effect may be placed on the certificates
representing the Shares.



     (b) Other Jurisdictions. To facilitate the making of any grant of an Award under this Plan,
the Committee may provide for such special terms for Awards to Participants who are foreign
nationals or who are employed by the Company or any Affiliate outside of the United States of
America as the Committee may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. The Company may adopt rules and procedures relating to the operation
and administration of this Plan to accommodate the specific requirements of local laws and
procedures of particular countries. Without limiting the foregoing, the Company is specifically
authorized to adopt rules and procedures regarding the conversion of local currency, taxes,
withholding procedures and handling of stock certificates which vary with the customs and
requirements of particular countries. The Company may adopt sub-plans and establish escrow
accounts and trusts as may be appropriate or applicable to particular locations and countries.


20. No Shareholder Rights. Neither a Participant nor any transferee of a Participant shall
have any rights as a shareholder of the Company with respect to any Shares underlying any Award
until the date of issuance of a share certificate to a Participant or a transferee of a Participant
for such Shares in accordance with the Company’s governing instruments and Applicable Law. Prior
to the issuance of Shares pursuant to an Award, a Participant shall not have the right to vote or
to receive dividends or any other rights as a shareholder with respect to the Shares underlying the
Award, notwithstanding its exercise in the case of Options. No adjustment will be made for a
dividend or other right that is determined based on a record date prior to the date the stock
certificate is issued, except as otherwise specifically provided for in this Plan.



21. No Employment Rights. The Plan shall not confer upon any Participant any right to
continue an employment, service or consulting relationship with the Company, nor shall it affect in
any way a Participant’s right or the Company’s right to terminate the Participant’s employment,
service, or consulting relationship at any time, with or without Cause.



22. Compliance with Code Section 409A. The Plan is intended to satisfy the requirements of
Code Section 409A and any regulations or guidance that may be adopted thereunder from time to time,
including any transition relief available under applicable guidance related to Code Section 409A.
The Plan may be amended or interpreted by the Committee as it determines necessary or appropriate
in accordance with Code Section 409A and to avoid a plan failure under Code Section 409A(a)(1).




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EXIDE TECHNOLOGIES



2004 STOCK INCENTIVE PLAN






 






Appendix A: Definitions





 





As used in the Plan, the following definitions shall apply:




     “Affiliate” means any entity which together with the Company is under common control
within the meaning of Section 414 of the Code (provided that 50% shall be substituted for 80% when
applying the Section 414 common control rules).



     “Applicable Law” means the legal requirements relating to the administration of
options and share-based plans under applicable U.S. federal and state laws, the Code, any
applicable stock exchange or automated quotation system rules or regulations, and the applicable
laws of any other country or jurisdiction where Awards are granted, as such laws, rules,
regulations and requirements shall be in place from time to time.



     “Award” means any award made pursuant to the Plan, including awards made in the form
of an Option, a Restricted Share and a Performance Award, or any combination thereof, whether
alternative or cumulative, authorized by and granted under this Plan.



     “Award Agreement” means any written document setting forth the terms of an Award that
has been authorized by the Committee. The Committee shall determine the form or forms of documents
to be used, and may change them from time to time for any reason.



     “Board” means the Board of Directors of the Company.



     “Cause” for termination of a Participant’s Continuous Service will exist if the
Participant is terminated from employment or other service with the Company or an Affiliate for any
of the following reasons: (i) the Participant’s willful failure to substantially perform his or her
duties and responsibilities to the Company or deliberate violation of a material Company policy;
(ii) the Participant’s commission of any material act or acts of fraud, embezzlement, dishonesty,
or other willful misconduct; (iii) the Participant’s material unauthorized use or disclosure of any
proprietary information or trade secrets of the Company or any other party to whom the Participant
owes an obligation of nondisclosure as a result of his or her relationship with the Company; or
(iv) Participant’s willful and material breach of any of his or her obligations under any written
agreement or covenant with the Company.



     The Committee shall in its discretion determine whether or not a Participant is being
terminated for Cause. The Committee’s determination shall, unless arbitrary and capricious, be
final and binding on the Participant, the Company, and all other affected persons. The foregoing
definition does not in any way limit the Company’s ability to terminate a Participant’s employment
or consulting relationship at any time, and the term “Company” will be interpreted herein to
include any Affiliate or successor thereto, if appropriate.



 









 





     “Change in Control” means any of the following:



     (I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing 50% or more of the combined voting power of the Company’s then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in paragraph (III)(B) below;



     (II) the following individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or election by the Board or nomination
for election by the Company’s shareholders was approved or recommended by the affirmative vote of a
majority of the directors then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously so approved or recommended
(“Continuing Directors”);



     (III) there is consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other than a merger or consolidation in which
(A) the Company’s shareholders receive or retain voting common stock in the Company or the
surviving or resulting corporation in such transaction on the same pro rata basis as their relative
percentage ownership of Company common stock immediately preceding such transaction and a majority
of the entire Board of the Company are or continue to be Continuing Directors following such
transaction, or (B) the Company’s shareholders receive voting common stock in the corporation which
becomes the public parent of the Company or its successor in such transaction on the same pro rata
basis as their relative percentage ownership of Company common stock immediately preceding such
transaction and a majority of the entire Board of such parent corporation are Continuing Directors
immediately following such transaction;



     (IV) the sale of any one or more Company subsidiaries, businesses or assets not in the
ordinary course of business and pursuant to a shareholder approved plan for the complete
liquidation or dissolution of the Company; or



     (V) there is consummated any sale of assets, businesses or subsidiaries of the Company which,
at the time of the consummation of the sale, (x) together represent 50% or more of the total book
value of the Company’s assets on a consolidated basis or (y) generated 50% or more of the Company’s
pre-tax income on a consolidated basis in either of the two fully completed fiscal years of the
Company immediately preceding the year in which the Change in Control occurs; provided, however,
that, in either case, any such sale shall not constitute a Change in Control if such sale
constitutes a Rule 13e-3 transaction and at least 60% of the combined voting power of the voting
securities of the purchasing entity are owned by shareholders of the Company in substantially the
same proportions as their ownership of the Company immediately prior to such sale.



     Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate



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ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.



     “Code” means the U.S. Internal Revenue Code of 1986, as amended.



     “Committee” means a committee of at least two members of the Board appointed by the
Board to administer the Plan and to perform the functions set forth herein and who are
“non-employee directors” within the meaning of Rule 16b-3 as promulgated under Section 16 of the
Exchange Act and who are also “outside directors” within the meaning of Section 162(m) of the Code.



     “Company” means Exide Technologies, a Delaware corporation; provided, however, that in
the event the Company reincorporates to another jurisdiction, all references to the term “Company”
shall refer to the Company in such new jurisdiction.



     “Consultant” means any person, including an advisor, who is engaged by the Company or
any Affiliate to render services and is compensated for such services.



     “Continuous Service” means the absence of any interruption or termination of service
as an Employee, Director, or Consultant. Continuous Service shall not be considered interrupted in
the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the
Committee, provided that such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute, or unless provided
otherwise pursuant to Company policy adopted from time to time; (iv) changes in status from
Director to advisory director or emeritus status; or (iv) in the case of transfers between
locations of the Company or between the Company, its Affiliates or their respective successors.
Changes in status between service as an Employee, Director, and a Consultant will not constitute an
interruption of Continuous Service.



     “Director” means a member of the Board, or a member of the board of directors of an
Affiliate.



     “Eligible Person” means any Consultant, Director or Employee and includes
non-Employees to whom an offer of employment has been extended.



     “Employee” means any person whom the Company or any Affiliate classifies as an
employee (including an officer) for employment tax purposes. The payment by the Company of a
director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by
the Company.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” means, as of any date (the “Determination Date”) (i) the average
closing price of a Share for the ten consecutive trading days immediately preceding, but not
including, the Determination Date as reported on the New York Stock Exchange or the American Stock
Exchange (collectively, the “Exchange”); or (ii) if such stock is not traded on the Exchange but is
quoted on NASDAQ or a successor quotation system, the average for ten consecutive trading days
immediately preceding, but not including, the Determination Date of (A) the last sales price (if



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the stock is then listed as a National Market Issue under The Nasdaq National Market System)
or (B) the mean between the closing representative bid and asked prices (in all other cases) for
the stock as reported by NASDAQ or such successor quotation system; or (iii) if such stock is not
traded on the Exchange or quoted on NASDAQ but is otherwise traded in the over-the-counter, the
average mean between the representative bid and asked prices for the ten consecutive trading days
immediately preceding, but not including, the Determination Date; or (iv) if subsections (i)-(iii)
do not apply, the fair market value established in good faith by the Board.



     “Grant Date” has the meaning set forth in Section 12 of the Plan.



     “Incentive Share Option or ISO” hereinafter means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, as designated in the
applicable Award Agreement.



     “Involuntary Termination” means termination of a Participant’s Continuous Service
under the following circumstances occurring on or after a Change in Control: (i) termination
without Cause by the Company or an Affiliate or successor thereto, as appropriate; or (ii)
voluntary termination by the Participant within 60 days following (A) a material reduction in the
Participant’s job responsibilities, provided that neither a mere change in title alone nor
reassignment to a substantially similar position shall constitute a material reduction in job
responsibilities; (B) an involuntary relocation of the Participant’s work site to a facility or
location more than 50 miles from the Participant’s principal work site at the time of the Change in
Control; or (C) a material reduction in Participant’s total compensation other than as part of a
reduction by the same percentage amount in the compensation of all other similarly-situated
Employees, Directors or Consultants.



     “Non-ISO” means an Option not intended to qualify as an ISO, as designated in the
applicable Award Agreement.



     “Option” means any stock option granted pursuant to Section 6 of the Plan.



     “Participant” means any holder of one or more Awards, or the Shares issuable or issued
upon exercise of such Awards, under the Plan.



     “Performance Awards” mean Performance Units and Performance Compensation Awards
granted pursuant to Section 8.



     “Performance Compensation Awards” mean Awards granted pursuant to Section 8(b) of the
Plan.



     “Performance Unit” means Awards granted pursuant to Section 8(a) of the Plan which may
be paid in cash, in Shares, or such combination of cash and Shares as the Committee in its sole
discretion shall determine.



     “Plan” means this Exide Technologies 2004 Stock Incentive Plan.



     “Reporting Person” means an officer, Director, or greater than ten percent shareholder
of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file
reports pursuant to Rule 16a-3 under the Exchange Act.



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     “Restricted Shares” mean Shares subject to restrictions imposed pursuant to Section 7
of the Plan.



     “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time
to time, or any successor provision.



     “Share” means a share of common stock of the Company, as adjusted in accordance with
Section 11 of the Plan.



     “Ten Percent Holder” means a person who owns stock representing more than ten percent (10%)
of the combined voting power of all classes of stock of the Company or any Affiliate.



-5-









 





EXIDE TECHNOLOGIES




2004 STOCK INCENTIVE PLAN




(as amended and restated effective June 28, 2006)




As amended, restated and approved by the Board of Directors on June 28, 2006, and as approved

by the shareholders on August 22, 2006.