The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Exide Technologies (the "Company" or "Exide") is to assist the Board in fulfilling its oversight responsibilities. The Committee's primary duties and responsibilities are to:
Make recommendations to the Board, in consultation with management, as to a general compensation philosophy for the Company;
Review and approve corporate goals and objectives relevant to compensation of Exide's Chief Executive Officer (the "CEO"), evaluate the CEO's performance in light of those goals and objectives, and recommend to the Board the CEO's compensation based on this evaluation;
Review and approve corporate goals and objectives relevant to the compensation for all Key Employees (as defined below), and, in conjunction with the CEO, evaluate each Key Employee's performance in light of those goals and objectives;
Review and approve each such Key Employee's compensation based on this evaluation;
Oversee and make recommendations with respect to the administration of Exide's compensation plans, including its incentive compensation plans, equity-based plans and executive benefit plans;
Review and discuss with management the Company's disclosures in its Compensation Discussion and Analysis ("CD&A"), and based on that review and discussion, recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K; and
Review and approve the Compensation Committee Report in compliance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement or annual report on Form 10-K.
II. Composition
The Committee shall consist of at least three members of the Board, all of whom shall be "independent" (as defined in the applicable rules and regulations of the SEC and of the Nasdaq Global Market) and shall qualify as "Non-Employee Directors" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"), and as "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code of 1986 ("Section 162(m)"). No member of the Committee may receive any compensation from Exide other than (i) director's fees, which may be received in cash, common stock, equity-based awards or other-in-kind consideration ordinarily available to directors, (ii) a pension or other deferred compensation for prior service that is not contingent on future service and (iii) any other standard benefits that directors receive.
Committee members shall be appointed by a majority vote of the Board. Committee members shall hold their offices for one year and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Members may be removed, with or without cause, by a majority vote of the Board. All vacancies on the Committee shall be filled by majority vote of the Board. No person may be made a member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any rule or regulation of the SEC or any securities exchange market on which the common stock of Exide are traded.
The Committee may invite such members of management and other persons to its meetings as it may deem desirable or appropriate. The Corporate Secretary shall maintain a separate book of minutes of the Committee's proceedings and actions and the Committee shall report regularly to the Board summarizing the Committee's actions and any significant issues considered by the Committee. The Committee may, in its discretion, delegate authority to subcommittees, whether or not such delegation is specifically contemplated under any plan or program when and as it deems appropriate.
III. Meetings
The Board shall designate annually one member as Chairman of the Committee. The Committee shall meet periodically, as deemed necessary by the Chairman of the Committee, but in no event less than four times annually. The provisions of Exide's bylaws regarding meetings of and actions by the Board, including with respect to format, calling, notice and quorum, shall apply to the Committee as if it were the Board.
The Committee shall report the Committee's actions to the Board from time to time, but at least four times annually, as requested by the Board.
IV. Responsibilities and Duties
The Committee shall recommend to the Board, in consultation with management, the Company's general compensation philosophy and objectives.
The Committee shall (i) review and approve corporate goals and objectives established by the Board relevant to the Chief Executive Officer's compensation package, (ii) establish a procedure for evaluating the Chief Executive Officer's performance, (iii) annually evaluate such performance, (iv) review, after completion of the annual evaluation, with the Chief Executive Officer the results of the Committee's evaluation of the Chief Executive Officer's performance and (v) recommend to the Board compensation levels based on this evaluation.
The Committee shall (i) review and approve corporate goals and objectives established by the Board relevant to the packages of each of the non-CEO executive officers and employees of Exide or its subsidiaries whose base salary exceeds $200,000 and all other employees reporting directly to the CEO (for purposes of this charter other executive officers and such additional employees shall be referred to collectively as "Key Employees") and (ii) in conjunction with the CEO, (a) evaluate the performance of each of the Key Employees in light of those goals and objectives, and (b) set compensation levels based on this evaluation.
The Committee shall review and adopt, and recommend to the Board (and for shareholder approval where required by law or otherwise), the creation and/or revision of incentive compensation plans and equity-based plans or other compensation plans, benefits, policies and programs and all amendments thereto, determining eligible employees and the type, amount and timing of such compensation plans, benefits, policies and programs.
The Committee shall oversee the administration of such plans, benefits, policies and programs and, on an ongoing basis, monitor them to assure that they remain competitive and within the Board's compensation objectives for the CEO and the Key Employees.
The Committee shall, in the case of the CEO, review and make recommendations to the Board with respect to, and in the case of Key Employees, review and approve the terms of, employment agreements, severance or retirement arrangements, change-in-control agreements and any special supplemental benefits and provisions relating to Exide's Key Employees.
The Committee shall review and make recommendations to the Board concerning compensation arrangements for members of the Board and its committees.
The Committee shall discuss with management quarterly, as it deems appropriate, reports from management relating to Exide's regulatory compliance with respect to compensation matters. The Committee shall review Exide's policies on the tax deductibility of compensation paid to "covered employees" (as defined by Section 162(m)), and, as and when required, administer plans, establish performance goals and verify that such performance goals have been attained for purposes of Section 162(m).
The Committee shall review and discuss with management the Company's CD&A, and based on that review and discussion, recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K.
The Committee shall review and approve the Compensation Committee Report in compliance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement or annual report on Form 10-K.
The Committee shall discuss and review with management, at least annually, the composition and findings of the Exide Technologies Benefits Administration Committee and the Exide Technologies Benefits Investment Committee.
The Committee shall review and make recommendations to the Board with respect to stockholder proposals related to compensation matters.
In discharging the foregoing responsibilities, the Committee shall consider individual and company-wide performance against applicable pre-established annual and long-term performance goals, operating results and shareholder return, economic and business conditions, remuneration given to the CEO and other Key Employees in the past and comparative compensation and benefit levels of competitors of Exide.
V. Annual Evaluation Procedures
The Committee shall perform an annual self-review and self-evaluation of its performance and its members, including a review of its adherence with this Charter. The Committee may recommend to the Board such changes to this Charter as the Committee deems appropriate.
In addition, the Committee shall annually review the adequacy of this Charter.
VI. Resources and Authority
The Committee shall have the resources, authority and funding appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee shall have sole authority over the retention and termination of compensation consultants used to assist in the evaluation of CEO, executive or director compensation.
VII. Miscellaneous
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of Exide or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on Exide's web site and a printed copy of such shall be made available to any stockholder who requests it.
Revised by the Compensation Committee and approved
by the Board of Directors on March 26, 2009.
Code of Ethics (French/France)