Exide Technologies Announces Grants of Restricted Stock and Stock Options
LAWRENCEVILLE, N.J.--April 1, 2005--Exide Technologies , a global leader in stored electrical-energy solutions, confirmed today that, pursuant to the terms of the previously announced March 3, 2005 employment agreement with Gordon A. Ulsh, the Board of Directors approved the grant of restricted stock and stock options to Mr. Ulsh in connection with his commencement of employment as Exide's President and Chief Executive Officer effective April 2, 2005.As an inducement to commence employment with Exide, Mr. Ulsh will be granted on April 2, or as soon as administratively possible thereafter, an option to purchase 80,000 shares of Exide's common stock at a per share exercise price equal to the fair market value of one share as of April 2. The option will vest at the rate of 33 1/3% of the shares on the first, second and third anniversaries of the grant date.
Mr. Ulsh also will be granted 100,000 shares of Exide's common stock on April 2, or as soon as administratively possible thereafter, subject to certain restrictions that will lapse at the rate of 33 1/3% of the shares on the first, second, and third anniversaries of the grant date. This stock may not be transferred, disposed of or sold during the restricted period and will be forfeited if Mr. Ulsh terminates employment voluntarily or is terminated by Exide for cause, prior to the date the restrictions lapse.
The grants of the option and restricted stock discussed above are not subject to the approval of Exide's shareholders. Pursuant to Mr. Ulsh's employment agreement, he also will be granted other stock options and restricted stock under Exide's stock option plan. These grants under the stock option plan, however, are subject to the approval of the plan by Exide's shareholders at the Company's next annual meeting.
About Exide Technologies
Exide Technologies, with operations in 89 countries, is one of the world's largest producers and recyclers of lead-acid batteries. The Company's two global business groups -- transportation and industrial energy -- provide a comprehensive range of stored electrical energy products and services for industrial and transportation applications.
Transportation markets include original-equipment and aftermarket automotive, heavy-duty truck, agricultural and marine applications, and new technologies for hybrid vehicles and 42-volt automotive applications. Industrial markets include network power applications such as telecommunications systems, electric utilities, railroads, photovoltaic (solar-power related) and uninterruptible power supply (UPS), and motive-power applications including lift trucks, mining and other commercial vehicles.
Further information about Exide, including its financial results, are available at www.exide.com.
Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements as defined by the Securities Litigation Reform Act of 1995. As such, they involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results to be materially different from any results expressed or implied by such forward-looking statements. Examples of forward-looking statements include, but are not limited to, (i) statements of plans of and objectives of the Company or its management or board of directors, including the introduction of new products, or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities, (ii) statements of future economic performance, and (iii) statements of assumptions, such as the prevailing weather conditions in the Company's market areas, underlying other statements and statements about the Company or its business.
Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following general factors such as: (i) the Company's ability to implement business strategies and restructuring plans, (ii) unseasonable weather (warm winters and cool summers), which adversely affects demand for automotive and some industrial batteries, (iii) the Company's substantial debt and debt service requirements, which may restrict the Company's operational and financial flexibility, as well as impose significant interest and financing costs, (iv) the litigation proceedings to which the Company is subject, the results of which could have a material adverse effect on the Company and its business, (v) the realization of the tax benefits of the Company's net operating loss carry forwards, of which is dependent upon future taxable income, (vi) the fact that lead, which experiences significant fluctuations in market price and which, as a hazardous material, may give rise to costly environmental and safety claims, can affect the Company's results because it is a major constituent in most of the Company's products, (vii) competitiveness of the battery markets in North America and Europe, which can also affect the Company's ability to maintain margins, (viii) the substantial management time and financial and other resources needed for the Company's consolidation and rationalization of acquired entities, (ix) risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests, (x) the Company's exposure to fluctuations in interest rates on its variable debt, (xi) general economic conditions, (xii) increasing levels of Asian batteries sold in North America and Europe at discounted prices, (xiii) the Company's ability to comply with financial and restrictive covenants in the Company's senior credit facility, (xiv) the ability to acquire goods and services and/or fulfill labor needs at budgeted costs, (xv) the Company's reliance on a single supplier for its polyethylene battery separators, (xvi) the Company's ability to obtain an extension from the Internal Revenue Service for its temporary waiver application for 2003 and 2004 pension funding requirements in order to negotiate a lien acceptable to the Pension Benefit Guaranty Corporation, (xvii) our ability to attract and retain key personnel, and (xviii) the Company's ability to comply with the provisions of Section 404 of the Sarbanes Oxley Act of 2002.
Accordingly, the Company cautions each reader of this press release to carefully consider these factors, because these factors have, in some instances, affected and in the future could affect the Company's ability to achieve its projected results and may cause actual results to differ materially from those expressed herein. The Company is under no obligation to update its forward-looking statements. These are enumerated in further detail in the company's most recent Form 10-Q filed on February 14, 2005.