EX-10.1






Performance Unit Award Summary




I. Introduction




The purpose of the Exide Technologies Annual Long-term Performance Program (the “Program”),
established pursuant to the Exide Technologies 2004 Stock Incentive Plan (the “Stock
Incentive Plan”) is to advance the interests of Exide Technologies, (the “Company”) and to
increase shareholder value by providing key executives of the Company, consistent with the
Company’s compensation philosophy, with long term incentives as a reward for past
performance, as a motivation for future performance, and as a retention tool for continued
employment. The Program is designed to motivate and reward key executives for
accomplishing the strategic objectives of the organization, which include:





	 	•	 	Creating shareholder value






	 	•	 	Attainment of Company operating earnings objectives






	 	•	 	Effective use of Company Assets
	 
	 	II.	 	Type of Program and Award Vehicles






The Program is a single vehicle, multi-year performance program, with incentive award
opportunities defined as a specific cash dollar award target and incorporates a Performance
Unit cash settled award as its primary incentive vehicle.



III. Payment of Awards




No portion of the award is earned at the beginning of the performance period. The entire
award may be earned at the end of the performance period, based on attainment of
established performance goals and continuation of employment. For example, options may
vest over time, but cash awards will only be payable upon the attainment of certain goals.
The goals for the cash portion of the 2006 Program are listed below.



IV. Performance Period




The Program is a multi-year performance Program. Each year, a new multi-year program cycle
will commence. The initial performance period will run for thirty months (e.g., the 2006
Program would run from December 1, 2005 through March 31, 2008). Subsequent performance
periods are contemplated to run for three years.



V. Incentive Award Opportunity




Each year, the CEO will recommend total award opportunities, but not Performance Targets,
for each eligible participant as agreed to by the Compensation Committee (the “Committee”)
or, for “Key Employees” as defined in the Compensation Committee Charter, by the Board of
Directors. These recommendations are based on the Company’s compensation philosophy. The
Committee, or, where applicable, the Board of Directors, shall have discretion to reject,
adopt, or amend and adopt the recommendations of the CEO or otherwise set the award
opportunities.




	 	VI.	 	Performance Measures and Performance Target Levels for Cash Award Paid at End of Performance
Period






	 	a.	 	Performance Measures






The CEO will recommend to the Committee for approval at least two performance measures for
each performance period, which will be key strategic measures tied to the long-term
performance of the Company. Measures and Targets selected will be in effect for the entire
performance period unless amended by the Committee due to special situations. Each
three-year performance program may have new metrics and goals.




The metrics are tied to key strategic and operational performance over the period. For the
performance period ending March 31, 2008, the metrics will be:




	 	•	 	Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation,
Amortization and Restructuring)






	 	•	 	Return on Net Assets






If the level of achievement with respect to each metric is the same, each metric will
provide 50% of the total payable cash award. However, if the level of achievement is
different for each metric, the amount earned with respect to each metric will equal a
larger or smaller percentage of the total payable cash award.




	 	b.	 	Performance Targets






Performance Targets for each Performance Measure will be recommended by the CEO and
approved by the Compensation Committee on an annual basis for each performance period. The
Performance Target setting process will be conducted in conjunction with both the Company’s
profit planning process and strategic planning process.




	 	c.	 	Performance Leverage





Target and Threshold levels of performance will be identified within the Program.




	 	•	 	Target






	 	•	 	The Target level of performance represents achievement of the Company’s
long-term business plan goals for the performance period.






	 	•	 	Performance at the Target level will result in a payout recommendation of
100% of the cash award.






	 	•	 	Determination of performance for each of the metric
goals will be based on the actual Company performance for the specific
performance measures for the period and represented as a percentage of
achievement from 0-100% of Target.






	 	•	 	Threshold






	 	•	 	The Threshold level of performance represents the minimum acceptable
performance level eligible for a cash award. Threshold performance is defined
as performance equal to 85% of Target for each performance metric.






	 	•	 	Attainment of Threshold performance will result in a cash award equal to
40% of the Target cash award amount.






	 	•	 	If performance is between Threshold and Target, the cash award is
interpolated for the performance on the following basis: A 1% improvement in
performance equals a 4% increase in award above threshold level (i.e. 85%
performance = 40% award level and 95% performance = 80% award level).






	 	•	 	If performance is below Threshold performance at the end of the performance
period, there will be no cash award.






	 	•	 	Determination of overall performance will be based on the sum of the
individual performance measure results. For example, if one performance
metric result is above threshold and the other performance metric is below
threshold, the performance metric that is above threshold will be eligible for
a cash award, and the performance metric that is below threshold will not be
eligible for a cash award.





VII. Award for Outstanding Company Performance Above Target




In addition to the award available through the Program at target performance levels,
participants have the opportunity to receive an additional cash award based on outstanding
performance relative to exceeding target performance levels.




The additional cash opportunity is as follows:




	 	•	 	Maximum






	 	•	 	The Maximum level of performance represents the maximum performance level
for a cash award. Maximum level of performance is defined as performance equal
to 130% or higher of Target.






	 	•	 	Attainment of Maximum level of performance will result in a cash award
equal to 200% of the Target cash award amount.






	 	•	 	If performance is between Target and 125% of Target, the cash award is
interpolated for the performance on the following basis: A 1% improvement in
performance equals a 2% increase in award above threshold level (i.e. 100%
performance = 100% award level and 125% performance = 150% award level) for
the first 25% above target. For performance between 125.1% and 130% of
Target, a 1% improvement in performance equals a 10% increase in award above
the 150% award level (i.e. 130% performance equals a 200% performance award –
50% above target for the 125% performance (2:1 leverage) and 10% for each
additional 1% above the 125%).






	 	•	 	Above Maximum performance (performance above 130% of Target) will result in
no additional cash award.






Determination of overall performance will be based on an aggregation of individual
performance metric results with specific metrics limited to 130% of Target performance
measurement.



VIII. Participation




Participation is limited to those employees recommended by the CEO and approved by the
Committee or, for Key Employees, by the Board of Directors. The Committee or the Board of
Directors has the authority to add eligible participants as needed. Individuals who
terminate employment from the Company during the year and are later rehired may have their
eligibility and benefit prorated as of the date of their rehire.



IX. Vesting




The Cash award vests immediately upon payout at the end of the performance period.



X. Termination




	 	a.	 	Disability and Death — Cash award will be prorated based on the time
spent as a participant during the performance period and will be paid at the end
of the performance period together with all participants based on the attainment
of the performance goals.






	 	b.	 	Change in Control (CIC) — Cash award will be based on the time spent
as a participant during the performance period and will be paid at achieved levels
of performance.






	 	c.	 	Voluntary or Involuntary Termination – Cash award is forfeited if a
participant is not employed at the end of the performance period.






	 	d.	 	In case of any conflict, termination provisions of the Stock
Incentive Plan supersede the provisions in this document.





XI. Program Authority




The Program has been approved by the Committee and is administered by the Committee. The
Committee has discretion to interpret the Program, prescribe, amend and rescind rules and
regulations necessary or appropriate for the administration of the Program, and make such
other determinations and take such other actions regarding the Program, as it deems
necessary or advisable. The Program may be amended or discontinued by the Committee or the
Board of Directors at any time; however, no amendment may adversely affect an outstanding
award for which the performance period has ended. In the event of any conflict between
this document and the Stock Incentive Plan, the Stock Incentive Plan will govern.



XII. Timing of Payment




Final performance determination will be made subsequent to the completion of the third year
of the performance period. Final payout will be made following the third year of the
performance period upon receipt of audited results and approval by the Compensation
Committee.



XIII. Method of Payment




All payments under the Program will be made through the normal payroll procedures and all
awards will be subject to applicable taxes in accordance with Internal Revenue Service
regulations or applicable local country rules, regulations and laws. Payments under the
Program will not be used for determining benefits under the Company’s retirement plans
within regulatory limits and are not used in calculating other base pay derived benefits
such as Company retirement plan matching benefits or life insurance benefits.