<PAGE>
Registration No. 333-
================================================================================
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.)
EXIDE CORPORATION 1997 STOCK OPTION PLAN
(Full title of plan)
BERNARD F. STEWART
EXECUTIVE VICE PRESIDENT - LEGAL AFFAIRS
EXIDE CORPORATION
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304
(Name and address of agent for service)
(248) 258-0080
(Telephone number, including area code, of agent for service)
WITH COPY TO:
CARTER W. EMERSON
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-2052
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of Securities Proposed Maximum Offering Proposed maximum Amount of
to be Registered Amount to be Registered(1) Price Per Unit(2) Aggregate Offering Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 2,000,000 Shares $22.25 $44,500,000 $14,833.33
=================================================================================================================================
</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).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I will be sent or given
to employees as specified by Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed with the Commission (File No. 1-11263) are
incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1997;
(ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29 1997; and
(iii) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 33-56581) filed on November 23,
1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any or
all of the documents which have been incorporated by reference in this
Prospectus, other than exhibits to such documents not specifically described
above. Requests for such documents should be directed to Bernard F. Stewart,
Executive Vice President - Legal Affairs, Exide Corporation, 1400 North Woodward
Avenue, Bloomfield Hills, Michigan 48304, telephone (248) 258-0080.
ITEM 4. - DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
None.
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
-1-
<PAGE>
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 Restated Certificate of Incorporation and
Article V of the Company's Restated 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.
ITEM 8. - EXHIBITS
--------
4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference from Exhibit 4.2 to the Company's Registration Statement on Form
S-3 (Registration No. 333-00885), as amended.
4.2 Restated Bylaws of the Company, incorporated by reference from Exhibit 3.2
to the Company's Registration Statement on Form S-1 (File No. 33-68016),
as amended.
5 Opinion of Kirkland & Ellis
23.1 Consent of Arthur Andersen LLP
23.2 Consent by Kirkland & Ellis (included in Exhibit 5)
24 Power of Attorney (included on signature page)
99.1 Exide Corporation 1997 Stock Option 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;
-2-
<PAGE>
(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.
(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.
SIGNATURES
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, thereto duly
authorized, in the City of Reading, State of Pennsylvania on the 31st day of
October, 1997.
EXIDE CORPORATION
By: /s/ ALAN E. GAUTHIER
------------------------
EXECUTIVE VICE PRESIDENT
-3-
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR M. HAWKINS Chairman of the Board, President, Chief October 31, 1997
- ------------------------------ Executive Officer and Director (Principal
Arthur M. Hawkins Executive Officer)
/s/ ALAN E. GAUTHIER Executive Vice President and Chief Financial October 31, 1997
- ------------------------------ Officer (Principal Financial Officer and
Alan E. Gauthier Principal Accounting Officer) and Director
/s/ DOUGLAS N. PEARSON Executive Vice President and President, October 31, 1997
- ------------------------------ North American Operations and Director
Douglas N. Pearson
/s/ EARL DOLIVE Director October 31, 1997
- ------------------------------
Earl Dolive
/s/ ROBERT H. IRWIN Director October 31, 1997
- ------------------------------
Robert H. Irwin
/s/ THOMAS J. REILLY, JR. Director October 31, 1997
- ------------------------------
Thomas J. Reilly, Jr.
/s/ ARTHUR R. TAYLOR Director October 31, 1997
- ------------------------------
Arthur R. Taylor
/s/ JAMES T. WATSON Director October 31, 1997
- ------------------------------
James T. Watson
</TABLE>
-4-
<PAGE>
KIRKLAND & ELLIS
EXHIBIT 5
October 31, 1997
Exide Corporation
645 Penn Street
P.O. Box 14205
Reading, Pennsylvania 19612-4205
Re: Exide Corporation
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are acting as special counsel to Exide Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of 2,000,000 shares of Common Stock, $.01 par value, of the Company (the
"Shares") pursuant to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Shares are to be issued by the Company to employees of the Company pursuant to
the Exide Corporation 1997 Stock Option Plan (the "Plan").
In that connection, we have examined such corporate proceedings,
documents, records and matters of law as we have deemed necessary to enable us
to render this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have further assumed the genuineness of
the signatures of persons signing all documents and instruments in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto and the due authorization, execution and delivery
of all documents by the parties thereto other than the Company. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of:
(i) any bankruptcy, insolvency,
<PAGE>
KIRKLAND & ELLIS
Exide Corporation
October 31, 1997
Page 2
reorganization, fraudulent transfer and conveyance, moratorium and other similar
laws affecting the rights of creditors generally, (ii) general principles of
equity, regardless of whether enforceability of any obligation is considered in
a proceeding in equity or at law, (iii) implied covenants of good faith,
diligence, reasonableness and fair dealing, (iv) public policy considerations
which may limit the rights of parties to obtain certain remedies and (v) any
laws except the General Corporation Law of the State of Delaware and the federal
laws of the United States.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that the Shares, when issued in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion in the event of a
change in law as a result of legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Sincerely,
KIRKLAND & ELLIS
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 24, 1997
included in Exide Corporation and subsidiaries' Form 10-K for the fiscal year
ended March 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
October 24, 1997
<PAGE>
EXHIBIT 99.1
EXIDE CORPORATION
1997 STOCK OPTION PLAN
----------------------
SECTION 1. Definitions.
When the following terms are used herein with initial capital letters, they
shall have the following meanings:
AWARD. An Option Agreement granted under this Plan, which shall be vested
ten (10) years after the Award is granted, or as otherwise provided in Section 5
hereof.
CODE. The Internal Revenue Code of 1986, as it has been and may hereafter
be amended from time to time, and any proposed, temporary or final Treasury
Regulations promulgated thereunder.
COMMITTEE. A committee of the Board of Directors of the Company designated
by such Board to administer this Plan, which shall consist of members appointed
from time-to-time by the Board of Directors and shall be comprised of not less
than such number of directors as shall be required to permit the Plan to satisfy
the requirements of Rule 16b-3 of the Rules. Each member of the Committee shall
be a "Non-Employee Director" within the meaning of Rule 16b-3. All members of
the Committee shall be "outside directors" within the meaning of Section 162(m)
of the Code or its successor as then amended, to the extent applicable.
COMPANY. Exide Corporation, a Delaware corporation.
OPTION. The contract right of a Participant to purchase a defined number
of shares of the Company, at the closing price on May 1, 1997 of $16.625 per
share on the New York Stock Exchange, or at such other closing price on such
other date as is set by the Committee, and subject to the terms of this Plan.
OPTION AGREEMENT. Any written agreement, contract or other instrument or
document evidencing any Option to purchase shares granted under this Plan, such
as the attached form "Stock Option Agreement", or such other form agreement as
may be adopted by the Committee.
PARTICIPANT. Employees of the Company and its subsidiaries and affiliates
designated by the Committee.
PLAN. This Exide Corporation 1997 Stock Option Plan.
RULES. The Rules and Regulations under the Securities Exchange Act of
1934, as it has been and may hereafter be amended from time to time, and any
temporary or final Securities and
1
<PAGE>
Exchange Commission Rules or Regulations promulgated thereunder.
STOCK. The shares of Common Stock, $.01 par value, of the Company or such
other securities or property as may become subject to Options pursuant to an
adjustment made under Section 3.3 of this Plan.
SECTION 2. Administration.
2.1 COMMITTEE. This Plan shall be administered by the Committee. Subject
to the express provisions of the Plan and to applicable law, including without
limitation the provisions of Section 162(m) of the Code, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan;
(iii) determine the number of shares of Stock to be covered by each Option
Agreement; (iv) determine the terms and conditions of any Award; (v) amend the
terms and conditions of any Award and/or accelerate the exercisability of
Options or the lapse of restrictions relating to any Awards; (vi) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (vii) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (viii) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, and may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Award and any
employee of the Company or any affiliate thereof.
2.2 PARTICIPANT DETERMINATIONS. Not later than 60 days after this Plan is
established, and subject to annual review as appropriate, the Committee shall
designate Participants who are eligible to receive Awards.
2.3 STOCKHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by the stockholders of the Company at the Company's
1997 annual meeting of stockholders in accordance with Section 162(m) of the
Code. No exercise of an Option shall occur under this Plan unless such
stockholder approval has been obtained.
SECTION 3. Options.
3.1 GRANT. The Committee is hereby authorized to Award Options to
Participants with the terms and conditions provided herein, with the terms and
conditions provided in the attached form "Stock Option Agreement" which is
incorporated herein, and/or with such additional terms and conditions not
inconsistent with provisions of the Plan as the Committee shall determine,
subject to stockholder approval.
(a) EXERCISE PRICE. The purchase price per Share purchasable under an
Option Agreement shall be determined by the Committee; provided, however, that
such purchase price shall not be less than 100% of the fair market value of a
share of Stock on the date of grant of such Option as reasonably determined by
the Committee.
2
<PAGE>
(b) OPTION TERM. The term of each Option shall be fixed by the
Committee.
(c) TIME AND METHOD OF EXERCISE. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and the
method or methods by which, and the form or forms (including, without
limitation, cash, Shares, promissory notes, other securities or other property,
or any combination thereof, having a fair market value on the exercise date
equal to the relevant exercise price) in which payment of the exercise price
with respect thereto may be made or deemed to have been made.
3.2 SHARES AVAILABLE. Subject to adjustment as provided in Section 3.3
hereof, the aggregate number of shares of Stock available for granting Options
pursuant to Option Agreements under the Plan shall be 2,000,000. Shares to be
issued under the Plan may be either shares of Stock reacquired and held in the
treasury or authorized but unissued shares. If any shares of Stock covered by
an Option are not purchased or are forfeited, or if an Option otherwise
terminates without delivery of any shares, then the number of Shares counted
against the aggregate number of shares of Stock available under the Plan with
respect to such Option, to the extent of any such forfeiture or termination,
shall again be available for granting Options under this Plan.
3.3 ADJUSTMENT. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, shares of Stock,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of shares (or other securities or other property) which
thereafter may be made the subject of Options, (ii) the number and type of
shares (or other securities or other property subject to outstanding Options)
and securities or other property subject to outstanding Options) and (iii) the
purchase or exercise price with respect to any Options; provided, however, that
the number of shares covered by any Option or to which such Options relate shall
always be a whole number.
3.4 WITHHOLDING. In order to comply with all applicable federal, state or
other governmental income tax laws or regulations in the United States of
America or other jurisdictions where the Company employs personnel, the Company
may take such action as it deems appropriate to ensure that all applicable
federal, state or other jurisdiction payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of a Participant, are
withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the federal, state or other jurisdiction taxes to
be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Option, the Committee, in its sole discretion and
subject to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (i) electing to have the Company
withhold a portion of the Stock otherwise to be delivered upon exercise or
receipt of such Option with a fair market value, as reasonably determined by the
Committee, equal to the amount of such taxes or (ii) delivering to the Company
Stock other than Stock issuable upon exercise or receipt of such Option with
such fair market value equal to the
3
<PAGE>
amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.
3.5 TERM OF PLAN. This Plan shall end June 1, 2007.
SECTION 4. Limitations.
4.1 AWARDS. Awards pursuant to this Plan shall not be made after May 1,
1998 except as otherwise determined by the Committee, and/or to re-award
previously forfeited Awards.
4.2 LIMITATION ON EXERCISE OF AWARDS. No Options may be exercised after
June 1, 2007.
4.3 COMMITTEE MAY REDUCE AWARD. With respect to any Participant, except
for Participants who received awards as of the May 1, 1997 date of adoption of
the Plan, the Committee retains sole discretion to reduce the amount of any
Award under this Plan.
4.4 INDIVIDUAL LIMIT. No Participant shall be granted Options covering
more than a total of 1,000,000 shares of Stock.
SECTION 5. Exercise of Stock Options.
5. TIME AND FORM OF OPTION EXERCISE. Subject to rules established by the
Committee and to Section 6(c), Options may be exercised by the Participant
pursuant to an Option Agreement only if the Participant is an active employee of
the Company at the time exercise of the Option is to occur (i.e., a Participant
who leaves the employ of the Company for any reason forfeits both Options not
vested, and in the instance of vested Options, forfeits all Options which have
vested but have not been exercised).
(a) 100% vesting ten (10) years after the 1997 date of the Award of
the Option Agreement, i.e., upon May 1, 2007, or
(b) Forty percent (40%) vesting upon the Company Stock price once
reaching thirty dollars ($30.00) per share, an additional forty percent (40%)
vesting upon Company Stock price once reaching fifty dollars ($50.00) per share,
and an additional twenty percent (20%) vesting upon Company Stock price once
reaching seventy-five dollars ($75.00) per share (i.e., an aggregate 100%
vesting when $75.00 per share has been once attained). The Stock price shall be
determined by the closing price on the stock exchange on which the Company is
listed. In the event of vesting pursuant to this Section 5(b), a vested Option
may only be exercised as follows:
4
<PAGE>
<TABLE>
<CAPTION>
DATE PERCENT OF EACH SEPARATE VESTED
---- -------------------------------
OPTION WHICH MAY BE EXERCISED
-----------------------------
<S> <C>
Immediately upon Vesting 40%
1st Anniversary Date of Vesting 20%
2nd Anniversary Date of Vesting 20%
3rd Anniversary Date of Vesting 20%
Total 100%
</TABLE>
PROVIDED HOWEVER, all Options shall be vested May 1, 2007 and may be
exercised until June 1, 2007, at which time Options not exercised are forfeited,
when the Plan then terminates.
SECTION 6. General Terms of Awards.
(a) NO CASH CONSIDERATIONS FOR AWARDS. Awards shall be granted for no
cash consideration or for such minimal cash consideration as may be required by
applicable law.
(b) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the
sole discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted under
any plan of the Company. Awards granted in addition to or in tandem with other
Awards or in addition to or in tandem with awards granted under any such other
plan of the Company may be granted either at the same time as or at a different
time from the grant of such other Award or awards.
(c) LIMITS ON TRANSFER OF AWARDS. No Award and no right under any
such Award shall be transferable by a Participant otherwise than by will or by
the laws of descent and distribution. Any Option transferred by will or the
laws of descent and distribution may only be exercised to the extent it was
exercisable on the date of death and only within one year of death. Each Award
or right under any Award shall be exercisable during the Participant's lifetime
only by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative; provided however no Award may be
exercised except by an active employee of the Company. No Award or right under
any such Award may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof shall be
void and unenforceable against the Company or any affiliated Company.
(d) RESTRICTIONS; SECURITIES EXCHANGE LISTING. All certificates for
Stock or other securities delivered under the Plan pursuant to the exercise of
any Option shall be subject to such stop transfer orders and other reasonable
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission and
any applicable federal or state securities laws, and the Committee may cause a
legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions. If the Stock or other securities are traded on
a securities exchange, the Company shall not be required to deliver
5
<PAGE>
any Stock or other securities have been admitted for trading on such securities
exchange. The Company shall use its reasonable efforts to provide for the
registration of the securities covered by the Options pursuant to Form S-8 under
the Securities Act of 1933, as amended.
SECTION 7. AMENDMENT AND TERMINATION; ADJUSTMENTS. Except to the extent
prohibited by applicable law and unless otherwise expressly provided in an Award
or in the Plan:
(a) AMENDMENTS TO THE PLAN. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Award, without the
approval of the stockholders of the Company, no such amendment, alteration,
suspension, discontinuation or termination shall be made that, absent such
approval, would violate the rules or regulations of the NYSE, any other
securities exchange or the National Association of Securities Dealers, Inc. that
are applicable to the Company.
(b) AMENDMENTS TO AWARDS. The Committee may waive any conditions of
or rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof, except as otherwise
herein provided.
(c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.
SECTION 8. Miscellaneous.
8.1 EFFECTIVE DATE. The Plan shall be effective as of May 1, 1997, and an
Award may be granted pursuant to the Plan at any time on or after the effective
date, subject to stockholder approval.
8.2 HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
8.3 APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and
inure to the benefit of the Company and each signatory Participant, the
successors and assigns of the Company, and the beneficiaries, personal
representatives and heirs of each Participant.
8.4 EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of this
Plan shall not give any Participant any right to be retained in the employment
of the Company. In the absence of any specific agreement to the contrary, this
Plan shall not affect any right of the Company, or of any affiliate of the
company, to terminate, with or without cause, the participant's employment at
any time. This Plan is in addition to, and not in lieu of, any other employee
benefit plan or program in which any Participant may be or become eligible to
participate by reason of employment with the Company. Receipt of benefits
hereunder shall have such effect on contributions to and benefits under such
other plans or programs as the provisions of each such other
6
<PAGE>
plan or program may specify.
8.5 NO RIGHTS TO AWARDS. No Participant shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Participants or holders or beneficiaries of Awards under the Plan.
The terms and conditions of awards need not be the same with respect to any
Participant or with respect to different Participants.
8.6 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Company from adopting or continuing in effect other or
additional compensation arrangements, and such arrangements may be either
generally applicable or applicable only in specific cases.
8.7 NO TRUST OR FUND CREATED. This Plan shall not create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any affiliate and a Participant or any other person. To
the extent that any person acquires a right to receive payments from the Company
or any affiliate pursuant to this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company or of any affiliate.
8.8 GOVERNING LAW. The validity, construction and effect of the Plan or
any bonus payable under the Plan shall be determined in accordance with the
internal laws, and not the laws of conflicts, of the State of Delaware.
8.9 SEVERABILITY. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction such provision shall
be construed or deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan, such provision shall be
stricken as to such jurisdiction, and the remainder of the Plan shall remain in
full force and effect.
This Plan was approved by the Board of Directors at 11:10 a.m. as of May 1,
1997 at Wilmington, Delaware.
____________________________
Corporate Secretary
7
<PAGE>
STOCK OPTION AGREEMENT
THIS AGREEMENT is made effective as of May 1, 1997, by and between Exide
Corporation, a Delaware corporation (the "Company"), and _______________
("Employee").
WITNESSETH, THAT:
WHEREAS, pursuant to the Exide Corporation 1997 Stock Option Plan (the
"1997 Stock Option Plan"), the Company wishes to grant this stock option to
Employee.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Grant of Option.
Subject to stockholder approval, the Company hereby grants to
Employee, on the date set forth above, the right and option (hereinafter called
"the Option") to purchase the number of shares of the Common Stock of the
Company, par value $0.01 per share set forth on the signature page hereof, at
the price of $16.625 per share (price on the New York Stock Exchange close on
May 1, 1997) on the terms and conditions set forth herein. The Option is not
intended to be an incentive stock option within the meaning of Section 422
(formerly Section 422A) of the Internal Revenue Code of 1986, as amended.
2. Duration and Exercisability.
(a) This Option may not be exercised by Employee except in accordance with
the provisions of the 1997 Stock Option Plan.
(b) During the lifetime of Employee, the Option shall be exercisable only
by Employee and shall not be assignable or transferable by Employee, other than
by will or the laws of descent and distribution.
-1-
<PAGE>
(c) Notwithstanding the foregoing, this Option shall not be exercisable
during or after any dispute relating to termination of the Employee, in the sole
and absolute discretion of the Compensation Committee of the Board of Directors
of the Company, or during or after any dispute pursuant to any Employment
Agreement between the Company and the Employee.
3. Manner of Exercise.
(a) The Option can be exercised only by Employee or other proper party by
delivering within the Option term written notice to the Company at its principal
office. The notice shall state the number of shares of Stock as to which the
Option is being exercised and be accompanied by payment in full of the Option
price for all shares designated in the notice.
(b) Employee may pay the Option price in cash, by check (bank check,
certified check or personal check), by money order, or with the approval of the
Company (i) by delivering to the Company for cancellation Common Stock of the
Company with a fair market value as of the date of exercise equal to the Option
price or the portion thereof being paid by tendering such shares, or (ii) by
delivering to the Company a combination of cash and Common stock of the Company
with an aggregate fair market value equal to the Option price; provided,
however, that Employee shall not be entitled to tender shares of the Company's
Common Stock pursuant to successive substantially simultaneous exercises of this
Option or any other Stock Option of the Company. For these purposes, the fair
market value of the Company's Common Stock as of any date shall be as reasonably
determined by the Company.
-2-
<PAGE>
4. Miscellaneous.
(a) This Option is issued pursuant to the 1997 Stock Option Plan of
which Employee has received a copy, and is subject to its terms which are
incorporated herein. The terms of the Plan are also available for inspection
during business hours at the principal offices of the Company.
(b) This Agreement shall not confer on Employee any right with respect
to continuance of employment by the Company or any of its subsidiaries, nor will
it interfere in any way with the right of the Company to terminate such
employment at any time. Employee shall have none of the rights of a shareholder
with respect to shares of Stock subject to this Option until such shares shall
have been issued to Employee upon exercise of this Option.
(c) The exercise of all or any parts of this Option shall only be
effective at such time that the sale of Common Stock pursuant to such exercise
will not violate any state or federal securities or other laws.
(d) The Company shall at all times during the term of the Option
reserve and keep available such number of shares as will be sufficient to
satisfy the requirements of this Agreement.
(e) In order to provide the Company with the opportunity to claim the
benefit of any income tax deduction which may (or may not) be available to it
upon the exercise of the Option, and in order to comply with all applicable
federal or state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that, if necessary, all applicable
federal or state payroll, withholding, income or other taxes are withheld or
collected from Employee. Employee may elect to satisfy his federal and state
income tax withholding obligations upon exercise of this Option by (i) having
the Company withhold a portion of the
-3-
<PAGE>
shares of Common Stock otherwise to be delivered upon exercise of such Option
having a fair market value equal to the amount of federal and state income tax
required to be withheld upon such exercise, in accordance with the rules of the
Committee, or (ii) delivering to the Company shares of its Common Stock other
than the shares issuable upon exercise of such Option with a fair market value
equal to such taxes, in accordance with the rules of the Committee.
IN WITNESSES WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
EXIDE CORPORATION
By: ___________________________
EMPLOYEE
_______________________________
NUMBER OF SHARES GRANTED TO THIS
EMPLOYEE IN THIS OPTION: ___________
-4-
