Exide Technologies (XIDE)

 

Directors who are employees receive no additional compensation or retirement benefits for serving on the board or its committees. In fiscal 2009, we provided the following annual compensation to our non-employee directors:

 

 

 

 

Each non-employee director receives an annual cash retainer of $50,000 payable prospectively in quarterly cash installments. Additionally, the Chairman of the Board receives an annual retainer of $90,000 payable prospectively in quarterly installments. The Chairman of the Audit Committee and Compensation Committee receive an additional annual cash retainer of $15,000. The Chairman of each of the Finance Committee and the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $10,000. Each member of the Board also receives $1,500 for each Board or committee meeting attended in person and $1,000 for each Board or committee meeting attended telephonically. On September 9, 2008, the Board approved the annual non-employee director equity compensation of $70,000, comprised entirely of 5,942 restricted stock units. The restricted stock units become non-forfeitable at the conclusion of the director’s annual service, but stock certificates will not be issued until retirement from the Board.

 

Directors who are also employees of our Company receive no additional compensation for service as a director. Additionally, we do not provide retirement benefits to non-employee directors under any current program.

 

Directors who are employees receive no additional compensation or retirement benefits for serving on the board or its committees. In fiscal 2008, we provided the following annual compensation to directors who are not employees:

 

 

 

 

Each non-employee director receives an annual cash retainer of $50,000 payable prospectively in quarterly cash installments. Additionally, the Chairman of the Board receives an annual retainer of $90,000 payable prospectively in quarterly installments. The Chairman of the Audit Committee and Compensation Committee receive an additional annual cash retainer of $15,000. The Chairman of the Finance Committee receives an additional annual cash retainer of $10,000. The additional annual cash retainer paid to the Chairman of the Nominating and Corporate Governance Committee is $10,000. Each member of the Board also receives $1,500 for each Board or committee meeting attended in person and $1,000 for each board or committee meeting attended telephonically. Effective August 22, 2007, the Board approved an increase in annual non-employee director equity compensation to $70,000, of which $40,000 would be comprised of restricted stock units and $30,000 comprised of stock options. The restricted stock units become non-forfeitable at the conclusion of the director’s annual service, but stock certificates will not be issued until retirement from the Board.

 

On August 22, 2007, the directors were awarded one-time grants of options to purchase 5,941 shares of common stock at $7.59 per share and 5,270 RSUs. The value of both awards was based on the closing price of the Company’s common stock on the grant date or the average closing price of our stock over the ten trading days prior to the date of grant, whichever was greater. The options have a one-year vesting period. The RSUs become non-forfeitable after one year, but share certificates will not be issued to the director until his service on the Board is completed.