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Exide Corporation
2000 Broad-Based Stock Incentive Plan
1. Purpose of the Plan.
The purpose of the Exide Corporation 2000 Broad-Based Stock Incentive Plan (the
"Plan") is to promote the interests of Exide Corporation (together with its
subsidiaries, the "Company") and its stockholders by (i) attracting and
retaining a broad group of employees, (ii) motivating such persons, by means of
performance-related incentives, to achieve long-range performance goals and
(iii) enabling such persons to participate in the long-term growth and financial
success of the Company.
2. Administration.
(a) Subject to the following paragraphs, the Plan shall be administered by the
Board of Directors of the Company (the "Board") or by a Compensation Committee
of the Board (the "Compensation Committee"). If the Board delegates to the
Compensation Committee the authority to administer the Plan, the Compensation
Committee shall be empowered to take all actions reserved to the Board under the
Plan. The Board is authorized to interpret the Plan, to prescribe, amend and
rescind rules and regulations to further the purposes of the Plan and to make
all other determinations necessary for the administration of the Plan. All such
actions by the Board shall be conclusive, final and binding on all participants.
(b) Should the Board delegate to the Compensation Committee the authority to
administer the Plan, then such Compensation Committee shall consist solely of
two or more members of the Board who qualify as (i) "Non-Employee Directors" as
defined under Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act") and (ii) "outside directors" as defined under Section 162(m) or
any successor provision of the Internal Revenue Code of 1986, as amended (the
"Code") and applicable Treasury regulations thereunder, if and to the extent
such qualification is necessary so that the grant or the exercise of awards made
under the Plan will qualify for any tax or other material benefit to
participants or the Company under applicable law.
(c) Notwithstanding the foregoing, the Board may, subject to any limitations or
restrictions that the Board may impose from time to time, delegate to the Chief
Executive Officer the authority to administer the Plan, including the authority
to make Option (as hereinafter defined) and Restricted Stock (as hereinafter
defined) grants to employees of the Company who are not subject to the
requirements of Section 16 of the Exchange Act and who are not expected to be
subject to the limitations of Section 162(m) of the Code.
3. Awards.
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Awards under the Plan may be in the form of options which do not qualify as
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"incentive stock options" within the meaning of Section 422 of the Code
("Options"), and stock which is subject to certain forfeiture risks and
restrictions on transferability ("Restricted Stock").
4. Shares Subject to the Plan.
Subject to adjustment as provided in Section 9, the maximum aggregate number of
shares ("Reservation") of common stock, par value $.01 per share ("Common
Stock"), that may be awarded under the Plan is 2,000,000 shares. On the first
annual anniversary of the effective date of the Plan, unless the Board acts to
forego the increase in a given year, and each nine anniversaries thereafter, the
Reservation shall increase by an amount equal to one percent (1%) of the number
of shares of Common Stock outstanding on that day. Grants of Restricted Stock
under the Plan shall be limited to an aggregate of 200,000 shares of Common
Stock. The Common Stock to be offered under the Plan shall be authorized and
unissued Common Stock, or issued Common Stock which shall have been reacquired
by the Company and held in its treasury. The Common Stock covered by any
unexercised portion of terminated stock options granted under the Plan, or by
any portion of an award of Restricted Stock which is forfeited, may again be
subject to new awards under the Plan. In the event the purchase price or tax due
in respect of an Option is satisfied in whole or in part through the delivery of
Common Stock, only the net number of shares of Common Stock issuable in
connection with the exercise of the Option shall be counted against the number
of shares remaining available for the grant of awards under the Plan. No
participant shall be granted awards in respect of more than 250,000 shares of
Common Stock in any calendar year (subject to adjustment as provided in Section
9).
5. Participants.
All employees of the Company, unless otherwise excluded by the Plan, are
eligible for awards under the Plan. The Board shall determine and designate from
time to time those employees of the Company who shall be awarded Options or
Restricted Stock under the Plan and the number of shares of Common Stock to be
covered by each such Option or Restricted Stock award. However, no award of
Options may be made to employees subject to Section 16 of the Exchange Act
including Officers as defined in Rule 16a-1(f) under the Exchange Act and
Directors as defined in Section 3 (a)(7) of the Exchange Act. In making its
determinations, the Board shall take into account the present and potential
contributions of the respective individuals to the success of the Company and
such other factors as the Board shall deem relevant in connection with
accomplishing the purposes of the Plan. Each award shall be evidenced by a
written agreement or grant form ("Grant Instrument") as the Board shall approve
from time to time.
6. Fair Market Value.
For all purposes under the Plan, the term "Fair Market Value" shall mean, as of
any applicable date: (i) if the principal securities market on which the Common
Stock is traded is a national securities exchange or the NASDAQ National Market
("NNM"), the closing price of the Common Stock on such exchange or the NNM, as
the case may be, or if no sale of the Common Stock shall have occurred on such
date, on the next preceding date on which there
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was a reported sale; (ii) if the principal securities market on which the Common
Stock is traded is not a national securities exchange or the NNM, the average of
the bid and asked prices reported by the National Quotation Bureau, Inc.; or
(iii) if the price of the Common Stock is not so reported, the fair market value
of the Common Stock as determined in good faith by the Board.
7. Grants of Options.
(a) Exercise Price of Options. Options shall be granted at an exercise price
determined by the Board.
(b) Term and Termination of Options.
(1) The Board shall determine the term within which each Option may be
exercised, in whole or in part; provided that such term shall not exceed ten
years from the date of grant.
(2) Unless otherwise determined by the Board, all rights to exercise Options
shall terminate on the first to occur of (i) the scheduled expiration date as
set forth in the applicable Grant Instrument; (ii) ninety days following the
date of termination of employment or provision of services for any reason other
than the retirement, death or permanent disability (as defined in the benefit
programs of Exide Corporation) of the participant; (iii) the scheduled
expiration date by reason of the participant's retirement, death or permanent
disability; (iv) immediately, if the participant ceases employment and provides
services or support for any other firm or competitor, as determined by the
Board; or (v) as may be otherwise provided in the event of a Change of Control
as defined in Section 10; provided, however, that in the event that a
participant ceases to be employed by the Company due to a termination for
"cause" (as defined in Section 7(b)(3)), all rights to exercise Options held by
such participant or through such participant shall terminate immediately as of
the date such participant ceases to be employed by the Company. Any unvested
portions of any Option shall terminate immediately upon termination of the
participant's employment for any reason.
(3) As used in this Plan, the term "cause" shall mean a written finding by the
Board that the employee has engaged in conduct that is fraudulent, disloyal,
criminal or injurious to the Company, including, without limitation,
embezzlement, theft, commission of a felony or dishonesty in the course of his
or her employment or service, or the disclosure of trade secrets or confidential
information of the Company to persons not entitled to receive such information.
(c) Payment for Shares. Full payment for shares purchased upon exercise of
Options granted under the Plan shall be made at the time the Option is exercised
in whole or in part. Payment of the purchase price shall be made in cash or in
such other form as the Board may approve, including, without limitation: (i) by
the delivery to the Company by the participant of shares of Common Stock that
have been held by the participant for at least six months prior to exercise of
the Option, valued at the Fair Market Value of such shares on the date of
exercise; or (ii) if the Common Stock is publicly traded, pursuant to a cashless
exercise arrangement with a broker on such terms as the Board may determine. No
shares of Common Stock shall be issued to the participant until such payment has
been made and a participant shall not have stockholder rights with respect to
Options held by such participant.
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(d) Other Terms and Conditions. The Board shall have the discretion to determine
terms and conditions, consistent with the Plan, that will be applicable to
Options, including, without limitation, performance-based criteria for
acceleration or determination of the date on which certain Options shall become
exercisable. Options granted to the same or different participants, or at the
same or different times, need not contain similar provisions.
(e) Substitution of Options. Options may be granted under the Plan from time to
time in substitution for stock options of other entities ("Acquired Companies")
in connection with the merger or consolidation of the Acquired Company with the
Company, the acquisition by the Company of all or a portion of the assets of the
Acquired Company, or the acquisition of stock of the Acquired Company; provided,
however, that no substitution may be made for options held by persons expected
to be subject to Section 16 of the Exchange Act at the Company.
(f) Delivery of Common Stock. The Board shall generally deliver shares of Common
Stock immediately upon a valid exercise of an Option under the Plan or as soon
as administratively feasible. The Board shall also have the discretion to accept
a written election, in a form it determines, from a participant to defer or
alter delivery of Common Stock after exercise. The Board may impose limitations
on such deferral.
8. Grants of Restricted Stock.
The Board may issue or transfer Restricted Stock, upon such terms as the Board
deems applicable, including the provisions set forth below:
(a) General Requirements. Shares of Common Stock issued or transferred pursuant
to Restricted Stock grants may be issued or transferred for consideration or for
no consideration, and may be subject to restrictions or no restrictions, as
determined by the Board. The Board may establish conditions under which
restrictions on Restricted Stock shall lapse over a period of time or according
to such other criteria (including performance-based criteria) as the Board deems
appropriate. The period of time during which the Restricted Stock will remain
subject to restrictions will be designated in the Grant Instrument as the
"Restriction Period."
(b) Number of Shares. The Board shall determine the number of shares of Common
Stock (up to an aggregate of 200,000) to be issued or transferred pursuant to a
Restricted Stock grant and the restrictions applicable to such shares.
(c) Requirement of Employment or Service. If the recipient of a Restricted Stock
grant ("Grantee") ceases to be employed by, or to provide service to, the
Company during the Restriction Period, or if other specified conditions are not
met, the Restricted Stock grant shall terminate as to all shares covered by the
grant as to which the restrictions have not lapsed, and those shares of Common
Stock must be immediately returned to the Company in exchange for the purchase
price, if any, paid by the Grantee for such shares. The Board may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.
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(d) Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, donate, pledge or
otherwise dispose of the shares of Restricted Stock. Each certificate for a
share of Restricted Stock shall contain a legend giving appropriate notice of
the applicable restrictions. The Grantee shall be entitled to have the legend
removed from the stock certificate covering the shares of Restricted Stock
subject to restrictions when all restrictions on such shares have lapsed. The
Board may determine that the Company will not issue certificates for shares of
Restricted Stock until all restrictions on such shares have lapsed, or that the
Company will retain possession of certificates for shares of Restricted Stock
until all restrictions on such shares have lapsed.
(e) Right to Vote and to Receive Dividends. During the Restriction Period, the
Grantee shall have the right to vote shares of Restricted Stock and to receive
any dividends or other distributions paid on such shares, subject to any
restrictions deemed appropriate by the Board.
(f) Lapse of Restrictions. All restrictions imposed on Restricted Stock shall
lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions agreed to, or imposed by the Board. The Board may
determine, as to any or all Restricted Stock grants, that the restrictions shall
lapse without regard to any Restriction Period. The Board may also agree in its
sole discretion, to extend the Restriction Period at the request of the
participant. Such request shall be made in writing and shall be in a form
acceptable to the Board. The Board may impose any limitations on the extension
of the Restricted Period.
9. Adjustments to Reflect Capital Changes.
The number and kind of shares subject to outstanding awards, the exercise price
applicable to Options previously awarded, and the number and kind of shares
available to be granted under the Plan shall be appropriately adjusted to
reflect any stock dividend, stock split, combination or exchange of shares or
other change in capitalization with a similar substantive effect upon the Plan
or the awards granted under the Plan. The Board shall have the power and sole
discretion to determine the nature and amount of the adjustment to be made in
each case. The adjustment so made shall be final and binding on all
participants.
10. Definition of Change of Control.
A "Change of Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:
(1) 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;
(2) 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
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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");
(3) 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;
(4) 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
(5) 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 of Control occurs;
provided, however, that, in either case, any such sale shall not
constitute a Change of 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 of 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
ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.
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"Affiliate" shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Exchange Act.
"Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
"Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its Affiliates, (ii)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
"Rule 13e-3 transaction" shall have the meaning set forth in Rule 13e-
3 under the Exchange Act.
11. Consequences of a Change of Control.
(a) Upon a Change of Control, (i) each outstanding Option shall be assumed by
the Acquiring Corporation (as defined below) or parent thereof or replaced with
a comparable option or right to purchase shares of the capital stock, or
equivalent equity instrument, of the Acquiring Corporation or parent thereof, or
other comparable rights (such assumed and comparable options and rights,
together, the "Replacement Options"), and (ii) each share of Restricted Stock
shall be converted to a comparable restricted grant of capital stock, or
equivalent equity instrument, of the Acquiring Corporation or parent thereof or
other comparable restricted property; provided, however, that all outstanding
Options under the Plan shall become fully vested and exercisable immediately
prior to the effective date of the Change of Control and all restrictions and
conditions on any shares of Restricted Stock granted under the Plan shall lapse
immediately prior to the effective date of the Change of Control. The term
"Acquiring Corporation" means the surviving, continuing, successor or purchasing
corporation, as the case may be. The Board may determine in its discretion (but
shall not be obligated to do so) that, in lieu of the issuance of Replacement
Options, all holders of outstanding Options will be required to surrender them
in exchange for a payment by the Company, in cash or Common Stock as determined
by the Board, of an amount equal to the amount (if any) by which the then higher
of the offering price by the acquirer or the Fair Market Value of Common Stock
subject to unexercised Options exceeds the exercise price of those Options, with
such payment to take place as of the date of the Change of Control or such other
date as the Board may prescribe.
(b) Any Options that are not assumed or replaced by Replacement Options,
exercised or cashed out prior to or concurrent with a Change of Control will
terminate effective upon the Change of Control or at such other time as the
Board deems appropriate.
12. Transferability of Options.
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Unless otherwise determined by the Board, Options granted under the Plan shall
not be transferable other than by will or the laws of descent and distribution
and are exercisable during a participant's lifetime only by the participant.
13. Withholding.
The Company shall have the right to deduct any taxes required by law to be
withheld in respect of awards granted under the Plan from amounts paid to a
participant in cash as salary, bonus or other compensation. In the Board's
discretion, a participant may be permitted to elect to have withheld from the
shares otherwise issuable to the participant, or to tender to the Company, a
number of shares of Common Stock the aggregate Fair Market Value of which does
not exceed the minimum applicable withholding rate for federal (including FICA),
state and local tax liabilities. Such election must be in a form and manner
prescribed by the Board.
14. Construction of the Plan.
The validity, construction, interpretation, administration and effect of the
Plan and of its rules and regulations and rights relating to the Plan, shall be
determined solely by the Board. Any determination by the Board shall be final
and binding. The Plan shall be governed in accordance with the laws of the state
of Delaware, without regard to the conflict of law provisions of such laws.
15. No Right to Award; No Right to Employment.
No person shall have any claim of right to be granted an Option or Restricted
Stock under the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company.
16. Awards Not Includable for Benefit Purposes.
Income recognized by a participant pursuant to the provisions of the Plan shall
not be included in the determination of benefits under any employee pension
benefit plan (as such term is defined in Section 3(2) of the Employee Retirement
Income Security Act of 1974) or group insurance or other benefit plans
applicable to the participant that are maintained by the Company or any of its
subsidiaries, except as may be provided under the terms of such plans or
determined by the Board.
17. No Strict Construction.
No rule of strict construction shall be implied against the Company, the Board
or any other person in the interpretation of any of the terms of the Plan, any
award granted under the Plan or any rule or procedure established by the Board.
18. Captions.
All section headings used in the Plan are for convenience only, do not
constitute a part of the Plan and shall not be deemed to limit, characterize or
affect in any way any provisions of the
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Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.
19. Severability.
Whenever possible, each provision in the Plan and every award at any time
granted under the Plan shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any award at
any time granted under the Plan shall be held to be prohibited by or invalid
under applicable law, then such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent
permitted by law, and all other provisions of the Plan and every other award at
any time granted under the Plan shall remain in full force and effect.
20. Legends.
All certificates for Common Stock delivered under the Plan shall be subject to
such transfer and other restrictions as the Board may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange or quotation system upon which the Common Stock
is then listed or quoted and any applicable federal or state securities laws,
and the Board may cause a legend or legends to be put on any such certificates
to make appropriate references to such restrictions.
21. Amendment.
The Board may, by resolution, amend or revise the Plan, except that such action
shall not be effective without stockholder approval if such stockholder approval
is required to maintain the compliance of the Plan and/or awards granted to
directors, executive officers or other persons under any applicable securities
tax or other legal requirement. The Board may not modify any award previously
granted under the Plan in a manner adverse to the holder thereof without the
consent of such holder, except in accordance with the provisions of Sections 9,
11 or 22.
22. Modification for Grants Outside the U.S.
The Board may, without amending the Plan, modify grants of Options or Restricted
Stock to participants who are foreign nationals or employed outside the United
States in order to recognize differences in local law or regulations, tax
policies or customs.
23. Effective Date; Termination of Plan.
The Plan will be effective on August 10, 2000. The Plan shall terminate on
August 10, 2010, unless it is earlier terminated by the Board. Termination of
the Plan shall not affect awards previously granted under the Plan.
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