Exide Technologies (XIDE)

On September 8, 2008, the Compensation Committee of the Board of Directors (the "Board") of Exide Technologies ("the Company") approved an increase in base salary for Edward J. O'Leary, Chief Operating Officer, to $550,000 from $485,000.

On September 9, 2008, Joel M. Campbell, who has communicated his intention to retire from the Company prior to the end of fiscal 2009, resigned his position as President-Industrial Energy Europe. Due to the resignation of Rodolphe Reverchon as President-Transportation Europe, effective September 22, 2008, Mr. Campbell will oversee the Transportation Europe division until the Company completes its process of recruiting and retaining a new President for that division.

On September 9, 2008, the Board appointed Franz-Josef Dette as President-Industrial Energy Europe to replace Mr. Campbell. Mr. Dette, 53, most recently served as the Vice President--Operations in the Industrial Energy Europe division since November 2007 and has held various senior positions within the Company since 1997. Mr. Dette's base salary will increase to €275,000, his target under the Company's economic profit incentive compensation plan (the "EP Plan") will increase to 50% of base salary and his annual award under the Company's Long-Term Incentive Plan will increase to 125% of base salary.

A copy of the press release announcing Mr. Dette's appointment is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On May 15, 2008, as part of its annual review of executive compensation and benefit plans, the Compensation Committee of the Board of Directors (the "Committee") of Exide Technologies (the "Company") took several actions, including those described below, regarding employee and named executive officer compensation.

Performance Unit Award

The Committee recommended to the Board, and the Board approved, a $950,000 Performance Unit Award to Gordon A. Ulsh, the Company’s Chief Executive Officer ("CEO"), under the Company’s 2004 Stock Incentive Plan (the "2004 Plan"). The Performance Unit Award is payable in cash to the CEO based on an Adjusted EBITDA target for the period beginning on May 15, 2008 and ending on March 31, 2010. Payment will only be made under the Performance Unit Award after conclusion of the performance period as follows: (i) 80% of the performance unit award upon achievement of 75% of the target, (ii) 100% of the performance unit award upon achievement of 100% of the target and (iii) up to 200% of the performance unit award upon achievement of 130% of the target.

The foregoing descriptions of the terms and conditions of the Performance Unit Award are qualified in their entirety by reference to the complete terms and conditions of the Form of Performance Unit Award Agreement, which will be attached as an Exhibit to the Company’s Report on Form 10-Q for the quarter ended June 30, 2008.

Short-Term Cash Incentive Plan

In addition, the Committee approved, and with regard to the CEO, the Board approved the fiscal 2009 Economic Profit ("EP") short-term cash incentive plan (the "EP Plan"). The Company defines EP as the difference between Adjusted EBITDA less cash taxes and a capital charge of 2% per month on capital employed (defined as the sum of trade accounts receivable, inventory and fixed assets less trade accounts payable to generate such Adjusted EBITDA). For each named executive officers serving as a division president, awards are weighted 75% based on their division’s EP performance and 25% based on the consolidated corporate EP performance of the Company. For corporate named executive officers, awards are based 100% on consolidated corporate EP performance of the Company.

Named executive officers begin accruing credit towards target awards upon achievement of certain thresholds set by the Committee of either (i) the 2008 target EP of that officer’s division, (ii) 80% of actual fiscal 2008 EP for that named executive officer’s division or (iii) 120% of the actual negative EP for that named executive officer’s division (the "Threshold"). The named executive officers can earn an award of 100% of the individual’s award level if the division and the Company achieve a set target (the "Target"). The Target is determined by taking the average of actual fiscal 2008 division EP and target fiscal 2008 division EP, and adding an improvement factor, which is calculated as the greater of 20% of a division's fiscal 2008 Adjusted EBITDA or actual EP.

The named executive officers will achieve an award of 100% of an individual's targeted bonus level if the Company and the named executive officer’s respective division achieve an EP level as defined above. Payment as a percentage of annual base salary at the Target level under this plan for named executive officers, assuming both division and consolidated corporate results achieve the EP Target, are as follows:


Named Executive Officer/(Target)

Gordon A. Ulsh (125%)
E.J. O’Leary (65%)
Mitchell S. Bregman (50%)
Joel M. Campbell (50%)
Phillip A. Damaska (50%)


Performance above or below the Target will result in a proportional payment above or below the target payout. If the results of a named executive officer’s division fall below the Threshold, payout to that named executive officer will be limited to the corporate portion of the EP Plan, assuming the consolidated corporate results reach 80% of the consolidated corporate Target. Eligible named executive officers will begin earning a portion of his or her target award once his or her division reaches the Threshold. The payouts above the Target are uncapped. The Company will not make payments under the EP Plan until completion of the audit of the fiscal 2009 financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On March 28, 2008, the Board of Directors (the "Board") appointed Lou Martinez as Vice President, Corporate Controller and Chief Accounting Officer. In consideration of his appointment, Mr. Martinez will receive increases in his base salary and target level under the Company's Economic Profit ("EP") short-term cash incentive plan, as well as become eligible to participate in the Company's long-term equity incentive plan.

Mr. Martinez, 42, has served as the Company's Assistant Corporate Controller since joining the Company in May 2005. Mr. Martinez served as Corporate Controller for Airgate PCS, Inc., from March 2003 through May 2005. Mr. Martinez has also served as Corporate Controller for Cotelligent, Inc., from March 2000 through February 2003 and as Director of Finance & Controller for Aegis Communications from 1996 through February 2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On February 18, 2008, Gordon A. Ulsh, President and Chief Executive Officer of Exide Technologies (the "Company"), Francis M. Corby, Jr., Executive Vice President and Chief Financial Officer of the Company, Edward J. O’Leary, Executive Vice President and Chief Operating Officer of the Company, Mitchell S. Bregman, President – Industrial Energy Americas, and Phillip A. Damaska, Senior Vice President and Corporate Controller of the Company, each entered into an agreement with the Company to amend the exercise prices of certain eligible stock options. The exercise prices of these eligible options were based on a formula set forth in the Company’s outstanding warrant agreement, which provides for an exercise price per share equal to the 10-day trailing average closing price per share of the Company’s common stock on The NASDAQ Global Market ("NASDAQ") prior to the date of grant. As a result, the exercise prices for these eligible options were less than the closing sale price per share of the Company’s common stock on NASDAQ on the dates of grant. Pursuant to these amendment agreements, the exercise price per share of each of these eligible options will increase to the closing sale price per share of the Company’s common stock on NASDAQ on the date of grant of that eligible option. As a result of these amendments, certain adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, may be avoided.

In exchange for these executive officers agreeing to increase the exercise prices of the eligible options, the Company will make a special cash payment to each executive officer with respect to each eligible option that is amended in an amount determined by multiplying (1) the amount by which the amended exercise price exceeds the original exercise price for that eligible option by (2) the number of shares of the Company’s common stock subject to that eligible option. The cash payment will be paid (1) on the first regular payroll date after January 1, 2009 with respect to any portion of the eligible options that has vested as of December 31, 2008 and (2) on the last business day of the quarter in which any portion of the eligible options vests after December 31, 2008. With respect to any portion of an eligible option that has not vested as of the date of the amendment, the executive officer must remain employed by the Company on the date each portion of his eligible option vests to receive the cash payment payable with respect to that portion of the eligible option.

The foregoing summary of the amendments to the stock option award agreements is qualified in its entirety by reference to the full text of these agreements, copies of which are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and are hereby incorporated herein by reference thereto.

ULSH EMPLOYMENT AGREEMENT

On January 31, 2008, Exide Technologies and Gordon Ulsh executed amendments to Mr. Ulsh's employment agreement (the "Amended and Restated Employment Agreement" or "Amended Agreement"). The Amended Agreement provides for a twenty-seven month employment period from April 1, 2008 through June 30, 2010. The employment period can be extended for an additional twelve months by mutual agreement of the parties no later than December 31, 2009.

The Amended Agreement increases Mr. Ulsh’s base salary to $950,000 for the period April 1, 2008 through March 31, 2009 and no less than $1,000,000 for the period April 1, 2009 through June 30, 2010. Mr. Ulsh's target under the Company’s economic profit incentive compensation plan (the "EP Plan") was also increased to 125% of base salary.

The Amended Agreement accelerates the dates on which certain incentive awards become non-forfeitable. Previously awarded shares of restricted stock will become non-forfeitable on June 30, 2010, and previously awarded restricted stock units will become non-forfeitable on the last day of Mr. Ulsh’s employment. Future awards of options, restricted stock and restricted stock units will vest and become non-forfeitable on the last day of Mr. Ulsh’s employment. In each case, subject to a limited exception in the event of Mr. Ulsh’s death or disability, any unrestricted share certificates will be issued six months after any restricted stock or restricted stock unit awards become non-forfeitable. All outstanding options will be exercisable for a period of three years following the last day of Mr. Ulsh’s employment.

Under the terms of the Amended Agreement, Mr. Ulsh will be permitted to serve on two additional boards of directors, as long as such service does not materially interfere with his duties as chief executive officer of the Company.

The foregoing summary is qualified in its entirety to the Amended and Restated Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.


APPOINTMENT OF EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER

On January 31, 2008, the Board of Directors (the "Board") appointed Phillip A. Damaska as Executive Vice President and Chief Financial Officer effective April 1, 2008. Mr. Damaska will succeed Francis M. Corby, Jr., whose twenty-five month employment agreement with the Company expires March 31, 2008 when he begins his previously announced planned retirement.

Mr. Damaska, 53, joined the Company in January 2005 as Vice President Finance and most recently served as the Company's Senior Vice President and Corporate Controller since March 2006. Prior to joining the Company, Mr. Damaska served in numerous capacities with Freudenberg-NOK from 1996 through 2004, most recently as President of Corteco, an automotive and industrial seal supplier that is part of the partnership's global group of companies.

Mr. Damaska's base salary will increase to $350,000, his target under the EP Plan will increase to 50% of base salary and his annual award under the Company's Long-Term Incentive Plan will increase to 125% of base salary.

ADJUSTMENT OF EQUITY AWARDS

On January 31, 2008, the Board approved, in exchange for certain limited consulting services to be provided by Mr. Corby following his resignation, an amendment to Mr. Corby's Stock Option Award Agreement to increase from ninety days to one year the post-employment period during which Mr. Corby may exercise outstanding options.

Appointment of Executive Officers

On August 22, 2007, the Board of Directors (the "Board") appointed Edward J. O'Leary as Chief Operating Officer and Bruce Cole as President — Transportation Americas.

Mr. O'Leary, 51, most recently served as the Company's President — Transportation Americas since June 2005. Prior to joining the Company, Mr. O’Leary served as President — The Americas at Oetiker Inc. From 2002 to 2004, Mr. O’Leary served in a consulting capacity with Jag Management Consultants. Mr. O’Leary served as Chief Executive Officer of iStarSystems from 2000 to 2002, and served as Vice President Sales and Distribution —The Americas at Federal-Mogul Corp. from 1998 to 1999. Effective August 22, 2007, Mr. O'Leary's base salary will increase to $485,000, his target under the Company's economic profit incentive compensation plan (the "EP Plan") will increase to 65% of base salary and his annual award under the Company's Long-Term Incentive Plan will increase to 150% of base salary.

Mr. Cole, 44, most recently served as the Company’s Vice President and General Manager — Recycling since November 2006 and has held various senior positions within the Company since 1989.

Effective August 22, 2007, Mr. Cole's base salary will increase to $280,000, his target under the Company's EP Plan will increase to 50% of base salary, his annual award under the Company's Long-Term Incentive Plan will increase to 125% of base salary and his monthly car allowance will increase to $950.

2004 Stock Incentive Plan

On August 22, 2007, the Board approved an amendment to the Company's 2004 Stock Incentive Plan that revises the definition of Fair Market Value. As amended, if the Fair Market Value, as calculated using the trailing 10-day average closing price of the Company's common stock on the NASDAQ National Exchange, is less than the closing price of a share of the Company’s common stock on the grant date, then the Fair Market Value shall be equal to the closing price of a share of the Company’s common stock on the grant date.

On March 22, 2007, the Company's Board of Directors appointed Joseph V. Lash as a director. Mr. Lash was nominated by Tontine Capital Partners, L.P., one of the Company's shareholders, under the Standby Purchase Agreement, as well as the letter agreement between the Company and Tontine Capital Partners, L.P. on January 8, 2007 as reported in the Company's Form 8-K filed on January 11, 2007.

Mr. Lash, 44, is a partner of Tontine Associates, LLC, a Greenwich, Connecticut-based investment partnership, since July 2005. Tontine Associates, LLC is an affiliate of Jeffrey L. Gendell, the beneficial owner of 28.3% of the Company's common stock as described in a Form 4 filed by Mr. Gendell on September 20, 2006. Prior to that, Mr. Lash was a Senior Managing Director of Conway, Del Genio, Gries & Co., LLC, a financial advisory firm from April 2002 to July 2005. From June 1998 to April 2001, Mr. Lash was a Managing Director of JP Morgan Chase & Co., a financial services firm. Mr. Lash also serves as a director of Integrated Electrical Services, Inc., an electrical contracting services provider, and Neenah Foundry Company, a metals casting manufacturer. With the exception of reimbursement of expenses related to his Board responsibilities, Mr. Lash has elected to forego any director compensation. A press release announcing Mr. Lash's appointment is attached as Exhibit 99.1.

On March 22, 2007, the Board of Directors increased the annual base compensation for Gordon A. Ulsh, President and Chief Executive Officer to $900,000 and increased to 300% of current base salary the value of Mr. Ulsh's fiscal 2008 long-term equity compensation. On March 21, 2007, the Compensation Committee increased the annual base salary for Edward J. O'Leary, President-Transportation North America to $375,000. Both salary actions will take effect May 1, 2007. The increase in the value of Mr. Ulsh's equity grant under the Company's 2004 Stock Incentive Plan was effective as of his March 22, 2007 grant.