<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
EXIDE CORPORATION
-------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-0552730
---------------------------------------- ---------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
---------------------------------------- ---------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Exide Corporation
Employee Stock Purchase Plan
-------------------------------------------------------------------------------
(FULL TITLE OF THE PLAN)
Bernard F. Stewart
Executive Vice President and General Counsel
Exide Corporation
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
------------------------------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(810) 258-0080
------------------------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
Rhonda R. Cohen, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
<PAGE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000
$.01 par value shares $51.4375 $5,143,750 $1,774
--------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Company is increased by split-up, reclassification, stock
dividend or the like.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Securities and Exchange Commission Rule 457(c); based on the average of
the high and low price per share of Common Stock of the Company on
September 5, 1995, as reported on the New York Stock Exchange Composite
Tape.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information required to be provided by
Part I of this Registration Statement will be sent or given to all employees who
are eligible to participate in the Exide Corporation Employee Stock Purchase
Plan, in accordance with Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
--------------------------------------------------
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 by the Company (File No. 1-11263) are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995, as amended by the Company's Annual Report on Form
10-K/A filed on July 21, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 2, 1995 filed on August 16, 1995.
(c) The Company's Current Report on Form 8-K filed on June 2,
1995, as amended by the Company's Current Report on Form 8-K/A filed on
July 31, 1995, and the Company's Current Report on Form 8-K filed on
November 1, 1994, as amended by the Company's Current Report on Form 8-K/A
filed on December 9, 1994.
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed on October 22, 1993,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
document.
Item 4. - DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
Item 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
None.
II-1
<PAGE>
Item 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company
may, and in certain cases must, be indemnified by the Company against, in the
case of a non-derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorneys' fees) incurred by him as a result
of such action. In the case of a derivative action, such person must be
indemnified against expenses (including attorneys' fees). In either type of
action the person must have acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company. This
indemnification does not apply, in a derivative action, to matters as to which
it is adjudged that the director, officer, employee or agent is liable to the
Company, unless upon court order it is determined that, despite such
adjudication of liability, but in view of all the circumstances of the case,
such director, officer, employee or agent is fairly and reasonably entitled to
indemnity for expenses. In a non-derivative action this indemnification does
not apply to any criminal proceeding in which such person had reasonable cause
to believe his conduct was unlawful.
Article Tenth of the Company's Certificate of Incorporation and
Article V of the Company's Bylaws provide that the Company shall indemnify each
person who is or was an officer or director of the Company to the fullest extent
permitted by Section 145 of the DGCL as currently in effect or as the same may
be amended (but only to provide fuller indemnification) in the future.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director.
Item 7. - EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
II-2
<PAGE>
Item 8. - EXHIBITS
--------
5 Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
securities being registered
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included on signature page)
99 Exide Corporation Employee Stock Purchase Plan
Item 9. - UNDERTAKINGS
------------
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents By Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reading, State of Pennsylvania on the 8th day of
September, 1995.
EXIDE CORPORATION
By: /s/ Jack J. Sosiak
----------------------
Jack J. Sosiak
Executive Vice President
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard F. Stewart and Alan E. Gauthier
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to the Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur M. Hawkins
----------------------- Chairman of the Board, President, September 8, 1995
Arthur M. Hawkins Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Alan E. Gauthier
----------------------- Executive Vice President, Chief September 8, 1995
Alan E. Gauthier Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Douglas N. Pearson
----------------------- Executive Vice President, September 8, 1995
Douglas N. Pearson President--North America Operations
and Director
/s/ William J. Rankin
----------------------- Executive Vice President September 8, 1995
William J. Rankin and Director
/s/ Timothy O. Fisher
----------------------- Director September 8, 1995
Timothy O. Fisher
/s/ Lawrence M. Wagner
----------------------- Director September 8, 1995
Lawrence M. Wagner
/s/ Robert H. Irwin
----------------------- Director September 8, 1995
Robert H. Irwin
/s/ Earl Dolive
----------------------- Director September 8, 1995
Earl Dolive
/s/ Arthur R. Taylor
----------------------- Director September 8, 1995
Arthur R. Taylor
</TABLE>
II-6
<PAGE>
Exhibit 5
[LETTERHEAD OF BALLARD SPAHR
ANDREWS & INGERSOLL]
September 8, 1995
Exide Corporation
645 Penn Street
P.O. Box 14205
Reading, PA 19612-4205
Re: Shares of Common Stock Subject to Purchase Under
the Exide Corporation Employee Stock Purchase Plan
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Exide Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 100,000 shares of Common Stock of the Company, par value $.01 per
share (the "Shares"), issuable under the Exide Corporation Employee Stock
Purchase Plan (the "Plan").
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the 100,000
Shares covered by the Plan, when issued in accordance with the terms of the
Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated June
27, 1995 included in Exide Corporation's Form 10-K for the fiscal year ended
March 31, 1995 and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
September 8, 1995
<PAGE>
Exhibit 99
EXIDE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
ARTICLE I
---------
1.01 Establishment of Plan
---------------------
Exide Corporation hereby establishes the Exide Corporation Employee
Stock Purchase Plan (the "Plan").
1.02 Effective Date of Plan
----------------------
The Plan shall become effective October 1, 1995.
1.03 Purpose of the Plan
-------------------
The purpose of the Plan is to provide eligible employees of Exide
Corporation and its U.S. subsidiaries with the opportunity to purchase shares of
Company Stock in the manner contemplated by the Plan. No more than 100,000
shares of Company Stock may be purchased pursuant to the Plan.
ARTICLE II
----------
Definition of Terms
-------------------
2.01 "Account"
-------
"Account" means the assets credited to a Participant in the fund
established under the Plan.
2.02 "Administrator"
-------------
"Administrator" means Mellon Securities Transfer Services, or such
other entity as the Company shall hereafter appoint to hold, invest, and
distribute the assets of the Plan.
2.03 "Code"
----
"Code" means the Internal Revenue Code of 1986, as amended.
2.04 "Committee"
---------
"Committee" means the Compensation Committee of the Board of Directors
of Exide Corporation, or such other person or committee as the Compensation
Committee shall designate to act in such capacity. The Committee shall have
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; and to make all other determinations deemed
necessary or advisable in administering the Plan. All such determinations of the
Committee shall be conclusive and binding.
<PAGE>
2.05 "Compensation"
------------
"Compensation" means the total amount paid by the Company to the
Participant with respect to employment during any Plan Year as reported on
Internal Revenue Service Form W-2 or its equivalent, plus amounts not currently
includable in income by reason of Sections 125 and 402(a)(8) of the Code.
2.06 "Company"
-------
"Company" means Exide Corporation and its U.S. subsidiaries.
2.07 "Company Stock"
-------------
"Company Stock" means shares of Common Stock, $0.01 par value,
of Exide Corporation.
2.08 "Current Market Value"
--------------------
"Current Market Value" of Company Stock means the mean of the high and
low sales prices for Company Stock for the Date of Valuation (or if the Date of
Valuation is not a trading day, for the next preceding trading day) as reported
on the composite tape for the principal national securities exchange on which
the Company Stock is then listed or admitted to trading.
2.09 "Date of Valuation"
-----------------
"Date of Valuation" means (i) in the case of a withdrawal, the
Effective Date of Withdrawal and (ii) in the case of a settlement upon
termination of employment, the Effective Date of Termination.
2.10 "Effective Date of Termination"
-----------------------------
"Effective Date of Termination" means the effective date of the
Participant's termination of employment with the Company, as reflected on the
Company's records.
2.11 "Effective Date of Withdrawal"
----------------------------
"Effective Date of Withdrawal" means the 15th or last day of a month,
whichever shall first occur, following the date on which a Participant submits a
written application for a withdrawal to the Committee, provided that if the
15th or last day of the month is not a business day, then on the first business
day thereafter.
2
<PAGE>
2.12 "Eligible Weekly Earnings"
------------------------
"Eligible Weekly Earnings" for hourly employees and for non-exempt
salaried employees means Compensation received by a Participant from the Company
with respect to straight-time hourly-rate employment or salaried employment, as
the case may be, during a calendar week, but shall not include any pay received
for overtime hours, night shift, or seven-day premiums, or any other special
payments, bonuses, fees, or allowances.
2.13 "Eligible Monthly Earnings"
-------------------------
"Eligible Monthly Earnings" for exempt salaried employees means
Compensation received by a Participant from the Company with respect to salaried
employment during a calendar month, but shall not include any pay received for
overtime hours, night shift, or seven-day premiums, or any other special
payments, bonuses, fees, or allowances.
2.14 "Employee"
--------
"Employee" means any person who has been regularly employed in the
United States by the Company for a period of one year, including:
(1) any person employed on a full-time basis; and
(2) any part-time employee who, on a regular and continuing basis,
performs a job having definitely established working hours, but the complete
performance of which requires fewer hours of work than the regular work week,
provided the services of such employee is normally available for at least half
of the employing unit's regular work week.
The term "Employee" shall not include:
(1) an employee represented by a labor organization which has not
signed an agreement making the Plan applicable to such employees; and
(2) a leased employee, as defined under section 414(n) of the
Code.
2.15 "Participant"
-----------
"Participant" means an Employee who has an Account under the Plan.
3
<PAGE>
2.16 "Plan"
----
"Plan" means the Exide Corporation Employee Stock Purchase Plan, as
amended from time to time.
2.17 "Plan Year"
---------
"Plan Year" means the 12 month period beginning on January 1 and ending
on December 31 of each year, provided that the first Plan Year shall be the
period beginning on October 1, 1995 and ending on December 31, 1995.
ARTICLE III
-----------
Eligibility
-----------
3.01 An Employee is eligible to participate in the Plan as of the
first day of the thirteenth month following his commencement of employment. A
previously eligible employee who resumes active employment following a
termination of employment will be eligible to participate immediately.
ARTICLE IV
----------
Contributions From Wages
------------------------
4.01 Payroll Deductions
------------------
All contributions by Participants shall be by payroll deduction.
Participants may not make any other contributions to the Plan.
4.02 Hourly and Non-Exempt Salaried Employees
----------------------------------------
A Participant employed as an hourly employee or as a non-exempt
salaried employee may elect, by signing and filing an election form with the
Committee, to have a portion of his Eligible Weekly Earnings contributed to the
fund under the Plan on a weekly basis. The Participant may specify any whole
dollar amount of his Eligible Weekly Earnings to be so contributed, provided,
however, that such contributions may not be less than $5.00 per pay period and
may not be more than 15% of the Participant's Eligible Weekly Earnings (except
that, if 15% of a Participant's Eligible Weekly Earnings is less than $5.00, he
shall nevertheless be permitted to contribute $5.00 per pay
4
<PAGE>
period). Such contributions shall be allocated to the Participant's Account and
shall be vested immediately upon payment.
4.03 Exempt Salaried Employees
-------------------------
A Participant employed as an exempt salaried employee may elect, by signing
and filing an election form with the Committee, to have a portion of his
Eligible Monthly Earnings contributed to the fund under the Plan on a monthly
basis. The Participant may specify any whole dollar amount of his Eligible
Monthly Earnings to be so contributed, provided, however, that such
contributions may not be less than $20.00 per pay period and may not be more
than 15% of the Participant's Eligible Monthly Earnings (except that, if 15% of
a Participant's Eligible Monthly Earnings is less than $20.00, he shall
nevertheless be permitted to contribute $20.00 per pay period). Such
contributions shall be allocated to the Participant's Account and shall be
vested immediately upon payment.
4.04 Commencement of Contributions
-----------------------------
If a Participant's election form is delivered to the Committee on or
before the 15th day of a month, payroll deductions for such Participant will
begin with the first full pay period in the following month.
4.05 Changing or Suspending Contributions
------------------------------------
A Participant's election under Section 4.02 or 4.03 shall remain in
effect until revoked or modified. A Participant may elect, by completing and
filing a new election form with the Committee, to change the amount of his
contribution or to have his contributions suspended at any time. Any change in
the amount of a Participant's contribution or the suspension of his contribution
will become effective as of the first full pay period in the next calendar
quarter, provided the election form is received by the Committee at least 15
days prior to the beginning of the quarter.
ARTICLE V
---------
Investment of Participant's Contributions
-----------------------------------------
5.01 Amounts deducted from a Participant's pay pursuant to Section
4.02 or 4.03 shall be credited to such Participant and used to purchase Company
Stock in accordance with the terms of Article VIII of the Plan. Participants
will not receive any interest or earnings on such contributions.
5
<PAGE>
ARTICLE VI
----------
Vesting
-------
6.01 Each Participant shall, at all times, be fully vested in the
assets credited to his Account, and no portion of such Account shall be subject
to forfeiture.
ARTICLE VII
-----------
Withdrawals
-----------
7.01 Withdrawals
-----------
The Participant may, by completing and filing a withdrawal form with
the Committee, withdraw some or all of the assets from his Account for any
reason at any time during any Plan Year. Any election to withdraw assets shall
be irrevocable upon receipt of the withdrawal form by the Committee. The
Participant shall specify on the withdrawal form the number of shares of Company
Stock being withdrawn and whether he wishes the withdrawal to be made in whole
shares of Company Stock (with cash in lieu of fractional shares) or in cash. If
the Participant requests a withdrawal in shares of Company Stock, stock
certificates representing the number of whole shares that are being withdrawn
shall be delivered to the Participant, together with a check representing
payment in lieu of any fractional shares, within 30 days after the Participant
delivers a withdrawal form to the Committee. If the Participant requests a
withdrawal in cash, the shares of Company Stock being withdrawn shall be sold by
the Administrator on the Effective Date of Withdrawal and the Participant shall
receive a check in an amount equal to the sales price received for such shares,
less any fees or commissions applicable to such sale.
7.02 Settlement Upon Termination
---------------------------
If a Participant terminates employment for any reason (including
death), all assets in the Participant's Account will be distributed to the
Participant (or his beneficiary) not later than 60 days following the
Participant's Effective Date of Termination. Unless otherwise requested, the
Administrator will distribute to the Participant (or his beneficiary) stock
certificates representing the number of whole shares of Company Stock credited
to the Participant's Account as of his Effective Date of Termination and cash in
lieu of fractional shares. If, prior to such distribution, the Participant (or
his beneficiary) delivers a written request to the Committee, requesting that
the distribution be made in cash rather than in shares of Company Stock, the
Administrator shall sell all shares of Company Stock credited to the
Participant's Account on the 15th or last day of
6
<PAGE>
a month, whichever shall first occur, following the date such written request is
received (or, if the 15th or last day of the month is not a business day, then
on the first business day thereafter). Following such sale, the Administrator
shall distribute to the Participant (or his beneficiary) a check in an amount
equal to the sales price received for the shares so sold, less any fees or
commissions applicable to such sale.
ARTICLE VIII
------------
Fund
----
8.01 Contributions to the Administrator
----------------------------------
The Company will pay to the Administrator, on a monthly basis, all
contributions made by Participants to the Plan during the preceding month. The
Administrator shall invest all such amounts in Company Stock as soon as
practicable after receipt thereof.
8.02 Purchases by the Administrator
------------------------
(a) The Administrator may purchase Company Stock on the open market or
may purchase Company Stock from the Company. Company Stock obtained from the
Company may be either newly issued Company Stock or Company Stock purchased by
the Company and held in the treasury.
(b) The Administrator may purchase Company Stock on the open market for
any month at any time during that month or as soon as practicable after the
Participants' contributions are received by the Administrator. Company Stock so
acquired for any month shall be valued and carried in the Accounts of the
Participants at the average per share cost paid by the Administrator for all
such shares of Company Stock (excluding brokerage commissions, transfer taxes,
etc.). Any Company Stock obtained by the Administrator for such month from the
Company shall be paid for, and carried in the Accounts of the Participants, at
the value specified in the preceding sentence for Company Stock acquired by the
Administrator on the open market for such month except that, for a month for
which the Administrator acquired only an insubstantial or nominal amount or no
Company Stock on the open market, any Company Stock obtained by the
Administrator from the Company shall be paid for, and carried in the Accounts of
the Participants, at the average of the Current Market Value of Company Stock
for the ten trading days immediately preceding the date of purchase.
8.03 Voting Rights
-------------
Shares of Company Stock acquired by the Administrator under the terms
of the Plan shall be registered in the name of the Administrator, or its
nominee, who shall vote the shares (including
7
<PAGE>
fractional shares) credited to each Participant's Account as instructed by the
Participant but shall not vote shares for which no instructions are received.
8.04 Dividends
---------
Any cash dividends received by the Administrator in respect of shares
of Company Stock held by it under the terms of the Plan shall be reinvested in
shares of Company Stock and such shares shall be credited to the Accounts of
Participants, based on the number of shares of Company Stock in each Account.
Any stock dividends received by the Administrator in respect of shares of
Company Stock held by it under the terms of the Plan shall be credited to the
Accounts of Participants, based on the number of shares of Company Stock in each
Account. Any dividends received by the Administrator in respect of Company Stock
previously distributed pursuant to Section 7.01 or 7.02 shall be promptly
distributed to the Participant or his beneficiary, as the case may be.
8.05 Adjustments
-----------
In the event that the outstanding shares of Company Stock shall be
changed in number by reason of stock dividends, split-ups, combinations,
recapitalizations or the like, the number of shares which thereafter may be
purchased under the Plan and the number of shares then in the Account of any
Participant shall be adjusted so as to reflect such change.
ARTICLE IX
----------
Other Provisions
----------------
9.01 Non-Assignability
-----------------
No right or interest of any Participant under this Plan or in his
Account shall be assignable or transferable, in whole or in part, either
directly or by operation of law or otherwise, including, without limitation, by
execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other
manner and no right or interest of any Participant under the Plan shall be
liable for, or subject to, any obligation or liability of such Participant.
9.02 Designation of Beneficiaries in the Event of Death
--------------------------------------------------
(a) A Participant may file with the Committee a written designation of
a beneficiary or beneficiaries with respect to all or any part of the assets in
the Account of the Participant. No designation or change of beneficiary will be
effective until it is determined to be in order by the Committee, but when so
determined it will be effective
8
<PAGE>
retroactively to the date of the instrument making the designation or change.
(b) In the event a Participant does not file a written designation of a
beneficiary or beneficiaries, such Participant shall be deemed to have
designated as beneficiary his spouse. If the Participant is unmarried and does
not file a written designation of a beneficiary or beneficiaries, assets in the
Participant's Account shall be payable to the Participant's estate upon the
death of the Participant.
(c) A beneficiary or beneficiaries will receive, in the event of the
Participant's death, the assets in the Participant's Account in accordance with
the applicable designation. If the Company shall be in doubt as to the right of
any beneficiary to receive any such assets, the Company may deliver such assets
to the estate of the Participant, in which case the Company shall not have any
further liability.
9.03 Records
-------
The Committee shall provide for the maintenance of suitable records
to reflect the separate Account balance of each Participant.
9.04 Reports to Participants
-----------------------
Each Participant shall receive a quarterly statement setting forth the
number of shares of Company Stock credited to such Participant's Account during
the quarter, the purchase price for such shares and the total number of shares
of Company Stock credited to the Participant's Account at the end of the
quarter.
9.05 Administrative Expenses
-----------------------
Administrative expenses of the Plan (other than commissions and fees
relating to the sale of Company Stock) shall be paid by the Company.
9.06 No Right to Employment
----------------------
The Plan shall not confer upon any Participant any right to continue in
the employ of the Company.
9
<PAGE>
ARTICLE X
---------
Amendment, Modification,
Suspension or Termination
-------------------------
10.01 Amendment; Termination
----------------------
The Company reserves the right, by and through its Board of Directors
or its delegate, to amend, modify, suspend, or terminate the Plan in any
respect, but any such action shall have no retroactive effect which would
prejudice the interests of any Participant.
10.02 Distributions Following Termination of Plan
-------------------------------------------
In the event of termination or partial termination of the Plan without
the establishment of a successor plan, the Committee may direct the
Administrator to continue to administer the fund and pay Account balances in
accordance with Article VII to Participants affected by the termination of the
Plan upon their termination of employment, or to beneficiaries upon such
Participant's death, until the fund has been liquidated. Alternatively, in the
event of termination of the Plan, the Committee may direct the Administrator to
pay out the assets in the Participant's Account to the Participant.
ARTICLE XI
----------
Miscellaneous
-------------
11.1 Government Regulations
----------------------
The purchase of shares of Company Stock by the Trustee and the sale of
shares of Company Stock by the Company under the Plan shall be subject to all
applicable laws, rules and regulations.
11.02 Notices
-------
Any notice required to be given to the Committee shall be sufficiently
given only if delivered personally or sent by registered or certified mail to
Exide Corporation, 645 Penn Street, Reading, PA 19601, Attention: Administrator,
Stock Purchase Plan.
11.03 Successors
----------
The Plan shall be binding upon and inure to the benefit of any
successor or assignee of Exide Corporation.
10
<PAGE>
11.04 Applicable Law
--------------
The Plan shall be construed in accordance with the laws of the State of
Delaware.
11
