EXIDE TECHNOLOGIES
EX-10.1
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<TYPE>EX-10.1
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<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;10.1</B></FONT>



<P align="center" style="font-size: 12pt"><U><B>AMENDED AND RESTATED</B></U><BR>
<U><B>EMPLOYMENT AGREEMENT</B></U>



<P align="left" style="font-size: 12pt; text-indent: 4%">AMENDED AND RESTATED AGREEMENT, dated as of January&nbsp;31, 2008 by and between Exide Technologies
(the &#147;Company&#148;) and Gordon Ulsh (&#147;Executive&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and Executive are currently parties to an Employment Agreement dated as
of April&nbsp;2, 2005 (the &#147;Employment Agreement&#148;), pursuant to which Executive serves as the Chief
Executive Officer of the Company; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and Executive mutually desire to amend the Employment Agreement providing
for both the Executive&#146;s continued service as the Chief Executive Officer and President of the
Company until the date of his retirement (the &#147;Amended and Restated Employment Agreement&#148;);


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW THEREFORE, in consideration of the premises and the mutual covenants set forth below, the
parties hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Employment</U>. The Company hereby agrees to employ Executive as the Chief Executive
Officer (the &#147;CEO&#148;) and President of the Company, and Executive hereby accepts such employment, on
the terms and conditions hereinafter set forth.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Term</U>. The period of employment of Executive by the Company under this commenced on
April&nbsp;2, 2005 (the &#147;Commencement Date&#148;). The continuation of employment by Executive shall
commence on April&nbsp;1, 2008 and shall continue through June&nbsp;30, 2010 (the &#147;Employment Period&#148;). The
Employment Period may be extended for one additional year by mutual agreement of the parties not
less than one hundred and eighty (180)&nbsp;days prior to June&nbsp;30, 2010. The Employment Period may be
sooner terminated by either party in accordance with Section&nbsp;6 of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Position and Duties</U>. During the Employment Period, Executive shall serve as CEO
and President and shall report to the Board of Directors of the Company (the &#147;Board&#148;). Executive
shall have those powers and duties normally associated with the position of CEO and President of
entities comparable to the Company and such other powers and duties as may be prescribed by the
Board; <U>provided</U> <U>that</U>, such other powers and duties are consistent with Executive&#146;s
position as CEO and President and do not violate any applicable laws or regulations. Executive
shall devote all of his working time, attention and energies to the performance of his duties for
the Company; provided, however, that Executive may, if he so desires, serve as a Director of two
additional companies, but only to the extent that such service does not materially interfere with
his duties hereunder. During the Employment Period the Board shall nominate Executive for election
to the Board by the Company&#146;s shareholders. The failure of Executive to be elected as a member of
the Board shall be a breach of this Agreement and shall give Executive Good Reason (as defined
below) to terminate his employment hereunder. Nomination to serve as a Director subsequent to the
conclusion of the Employment Period shall be at the discretion of the Board or any Committee
thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Place of Performance</U>. The place of employment of Executive shall be at the
Company&#146;s principal executive offices in Atlanta, Georgia, although Executive acknowledges that he
shall be required to travel on Company business regularly during the Employment Period.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;Compensation and Related Matters.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Base Salary</U>. During the Employment Period, the Company shall pay Executive a base
salary at the rate of not less than $950,000 for the period April&nbsp;1, 2008 through March&nbsp;31, 2009
and not less than $1,000,000 for the period April&nbsp;1, 2009 through June&nbsp;30, 2010 (&#147;Base Salary&#148;).
Executive&#146;s Base Salary shall be paid in accordance with the Company&#146;s customary payroll practices.
The Board shall periodically review Executive&#146;s Base Salary for increase (but not decrease),
consistent with the compensation practices and guidelines of the Company. If Executive&#146;s Base
Salary is increased by the Company, such increased Base Salary shall then constitute the Base
Salary for all purposes of this Agreement <I>.</I>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Bonuses</U>. During each fiscal year of the Company which occurs during the
Employment Period, Executive shall be eligible for an annual performance bonus (the &#147;Bonus&#148;),
dependent upon the achievement of pre-established performance goals established by the Compensation
Committee of the Board (the &#147;Compensation Committee&#148;). Executive&#146;s target Bonus (&#147;Target Bonus&#148;)
shall be 125% of Base Salary, and may be greater if justified by performance in excess of the
pre-established performance goals.


<P align="left" style="font-size: 12pt; text-indent: 4%">Executive shall be eligible for such additional discretionary bonuses as may be determined by
the Board.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any Bonus earned during a calendar year shall be paid at such time as the Company customarily
pays annual bonuses; <U>provided</U>, <U>that</U>, Executive is still employed as of such date,
but in no event later than March&nbsp;15 of the year following the calendar year in which the Bonus is
earned.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Expenses</U>. During the Employment Period, the Company shall promptly reimburse
Executive for all reasonable business expenses upon the presentation of reasonably itemized
statements of such expenses in accordance with the Company&#146;s policies and procedures now in force
or as such policies and procedures may be modified with respect to all senior executive officers of
the Company. Further, during the Employment Period, the Company shall reimburse Executive for the
costs, including initiation fee and monthly dues, of a membership in an appropriate country club so
that Executive may entertain clients and conduct business development activities. Any such
reimbursement under this Section&nbsp;5 shall be for expenses incurred by Executive during the
Employment Period and such reimbursement shall be made not later than the last day of the calendar
year following the calendar year in which Executive incurs the expense. In no event will the
amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other taxable year.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Vacation</U>. During the Employment Period, Executive shall be entitled to at least
four (4)&nbsp;weeks of paid vacation per year to be used and accrued in accordance with the Company&#146;s
policy as it may be established from time to time. In addition to vacation, Executive shall be
entitled to the number of sick days, personal days and national holidays per year that other senior
executive officers of the Company with similar tenure are entitled under the Company&#146;s policies.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Welfare, Pension and Incentive Benefit Plans and Perquisites</U>. During the
Employment Period, Executive shall be entitled to participate in such employee benefit plans
offered by the Company, or which it may adopt from time to time, for its senior executives, in
accordance with the eligibility requirements for participation therein, including, without
limitation, the Company&#146;s automobile and relocation allowance policy. After conclusion of the
Employment Period and as long as Executive remains a member of the Board of Directors, Executive
shall be entitled to participate in any benefit plans offered by the Company to the members of its
Board of Directors.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Equity Awards</U>.



<P align="left" style="margin-left:8%; font-size: 12pt">(i)&nbsp;The terms and conditions of the equity awards contemplated under this Section
5(f) of this Agreement shall be made consistent with Company policy and this
Agreement.



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;During the Employment Period, Executive shall be eligible to receive annual
equity-based awards as may be determined by the Board in its sole discretion



<P align="left" style="margin-left:8%; font-size: 12pt">(iii)&nbsp;Upon election as a director at the first shareholders meeting following the
conclusion of the Employment Period, Executive shall be entitled to receive annual
equity awards provided to all other non-employee directors



<P align="left" style="margin-left:8%; font-size: 12pt">(iv)&nbsp;All restricted stock granted to Executive prior to April&nbsp;1, 2008 that have not
become non-forfeitable at June&nbsp;30, 2010 shall become non-forfeitable on June&nbsp;30,
2010, assuming continued employment through that date, and Executive shall be
entitled to satisfy any state and federal income tax resulting from the acceleration
of any such restricted stock awards by cash payment or by the surrender of a portion
of such awards. Unrestricted stock certificates shall be issued on December&nbsp;31,
2010, at which time the shares will become transferable.



<P align="left" style="margin-left:8%; font-size: 12pt">(v)&nbsp;All restricted stock units granted to Executive prior to April&nbsp;1, 2008 that have
not become non-forfeitable at the conclusion of the Employment Period shall become
non-forfeitable on the last date of the Employment Period, assuming continued
employment through the conclusion of the Employment Period, and unrestricted share
certificates shall be issued to Executive six months after the Executive&#146;s
separation from service and the conclusion of the Employment Period.



<P align="left" style="margin-left:8%; font-size: 12pt">(vi)&nbsp;All restricted stock units granted to the Executive after April&nbsp;1, 2008 shall
become non-forfeitable on the last date of the Employment Period, including any
extension thereof provided in Section&nbsp;2 herein, assuming continued employment
through the conclusion of the Employment Period. Unrestricted share certificates
shall be issued to Executive six months after the Executive&#146;s separation from
service and the conclusion of the Employment Period, including any extension thereof
contained in Section&nbsp;2 herein. All stock options granted to the Executive after
April&nbsp;1, 2008 shall become immediately non-forfeitable and exercisable at the
conclusion of the Employment Period, including any extension thereof contained in
Section&nbsp;2 herein, assuming continued employment through the Employment Period.



<P align="left" style="margin-left:8%; font-size: 12pt">In the event of termination of employment due to death or disability prior to the
end of the Employment Period, including any extension thereof provided in Section&nbsp;2
herein, all restricted stock units and stock options granted after April&nbsp;1, 2008
shall become immediately non-forfeitable, unrestricted share certificates shall be
issued immediately upon death, unrestricted share certificates shall be issued six
months following separation from service if due to disability, and all stock options
shall become exercisable.



<P align="left" style="margin-left:8%; font-size: 12pt">(vii)&nbsp;All of Executive&#146;s outstanding non-qualified stock options at the conclusion
of the Employment Period shall be permitted to be exercised within three (3)&nbsp;years
following conclusion of the Employment Period, assuming continued employment through
the Employment Period.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Termination</U>. Executive&#146;s employment hereunder may be terminated during the
Employment Period under the following circumstances:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Death</U>. Executive&#146;s employment hereunder shall terminate upon his death.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Disability</U>. If, as a result of Executive&#146;s incapacity due to physical or mental
illness, Executive shall have been substantially unable to perform his duties hereunder for an
entire period of three (3)&nbsp;consecutive months, and within thirty (30)&nbsp;days after written Notice of
Termination is given after such three (3)&nbsp;month period, Executive shall not have returned to the
substantial performance of his duties on a full-time basis, the Company shall have the right to
terminate Executive&#146;s employment hereunder for &#147;Disability&#148;, and such termination in and of itself
shall not be, nor shall it be deemed to be, a breach of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Cause</U>. The Company shall have the right to terminate Executive&#146;s employment for
Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach
of this Agreement. For purposes of this Agreement, the Company shall have &#147;Cause&#148; to terminate
Executive&#146;s employment upon Executive&#146;s (i)&nbsp;willful and continued failure to substantially perform
his duties with the Company (other than any such failure resulting from his incapacity due to
physical or mental illness) or to comply with the reasonable policies of the Company as written or
at the direction of the Board, (ii)&nbsp;an act or omission that constitutes willful misconduct, gross
negligence or fraud, (iii)&nbsp;non de minimis misappropriation, embezzlement, or dishonesty with
respect to his duties with the Company or (iv)&nbsp;conviction or entering a plea of &#147;guilty&#148; or &#147;no
contest&#148; to a felony.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Good Reason</U>. Executive may terminate his employment for Good Reason within
forty-five (45)&nbsp;days following his knowledge of any of the following events which is not cured by
the Company, if curable, within thirty (30)&nbsp;days following Executive&#146;s written notice to the Board.
For purposes of this Agreement, &#147;Good Reason&#148; shall mean: (i)&nbsp;a material adverse change in
Executive&#146;s authority, duties or responsibilities which shall include his failure to be elected as
a member of the Board, (ii)&nbsp;a reduction in Base Salary or other fixed compensation, (iii)&nbsp;a
requirement that Executive report to anyone other than the Board, or (iv)&nbsp;any other action or
inaction that constitutes a material breach by the Company of the Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Without Cause</U>. The Company shall have the right to terminate Executive&#146;s
employment hereunder without Cause at any time by providing Executive with a Notice of Termination
and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Without Good Reason</U>. Executive shall have the right to terminate his employment
hereunder without Good Reason by providing the Company with a Notice of Termination at least thirty
(30)&nbsp;days prior to such termination, and such termination shall not in and of itself be, nor shall
it be deemed to be, a breach of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>Expiration of the Employment Period</U>. Executive&#146;s employment shall terminate upon
expiration of the Employment Period (including any renewals thereof) and such termination shall not
be a breach of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Termination Procedure</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Notice of Termination</U>. Any termination of Executive&#146;s employment by the Company
or by Executive during the Employment Period (other than termination pursuant to Section&nbsp;6(a))
shall be communicated by written Notice of Termination to the other party hereto in accordance with
Section&nbsp;12. For purposes of this Agreement, a &#147;Notice of Termination&#148; shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive&#146;s employment under the provision so indicated.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Date of Termination</U>. &#147;Date of Termination&#148; shall mean (i)&nbsp;if Executive&#146;s
employment is terminated by his death, the date of his death, (ii)&nbsp;if Executive&#146;s employment is
terminated pursuant to Section&nbsp;6(b), thirty (30)&nbsp;days after Notice of Termination (provided that
Executive shall not have returned to the substantial performance of his duties on a full-time basis
during such thirty (30)&nbsp;day period), and (iii)&nbsp;if Executive&#146;s employment is terminated for any
other reason, the date on which a Notice of Termination is given or any later date (within ninety
(90)&nbsp;days after the giving of such notice which date shall be at least thirty days after the date
of notice if the termination is made pursuant to Section&nbsp;6(f)) set forth in such Notice of
Termination; <U>provided</U>, <U>that</U>, if applicable, the Notice of Termination shall not be
effective until the cure period has expired and such event or events leading to such termination
have not yet been cured.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Compensation Upon Termination or During Disability</U>. In the event Executive is
disabled or his employment terminates during the Employment Period, the Company shall provide
Executive with the payments set forth below, and Executive shall not be entitled to any additional
severance payments or benefits from the Company. As a condition of receiving any payments under
Sections&nbsp;8(a), (b), (d), and (e), Executive may be required to execute within 30&nbsp;days of the Date
of Termination<U> </U>a general release of claims (but not any indemnification rights then held by
Executive) in favor of the Company and any entity in control of, controlled by or under common
control with the Company and their respective employees, directors, and officers in such form as
the Board deems reasonably appropriate.


<P align="left" style="font-size: 12pt; text-indent: 4%">Upon Executive&#146;s termination of employment for any reason, upon the request of the Board, he
shall resign as an officer and director of the Company or any of its Affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Termination By Company without Cause or By Executive for Good Reason</U>. If
Executive&#146;s employment is terminated by the Company without Cause or by Executive for Good Reason:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall pay to Executive his earned, but yet unpaid
Base Salary through the Date of Termination, any earned, but unpaid Bonus for
the year prior to the year in which the Date of Termination occurs and any
earned, but unpaid vacation pay no later than the 50<sup>th<U> </U>
</sup>business day following the Date of Termination (the &#147;Accrued
Obligations&#148;); and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall pay to Executive the Bonus that would have
been paid to Executive had he remained employed through the end of the fiscal
year in which such termination occurs, if any, pro-rated to reflect the number
of days Executive was employed during such fiscal year over the number of days
in such fiscal year<U> </U>(the &#147;Pro-Rated Bonus&#148;), to be paid in the
immediately following fiscal year at such time as the Company customarily pays
bonuses, but not later than 2-1/2&nbsp;months after the end of the fiscal year in
which such termination occurs; and<U> </U></TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall pay to Executive a lump sum payment equal to
200% of the sum of Executive&#146;s annual rate of Base Salary and Target Bonus no
later than the 50<sup>th</sup> business day following the Date of Termination;
and<U> </U></TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall reimburse Executive pursuant to Section&nbsp;5 for
reasonable expenses incurred, but not paid prior to such termination of
employment, provided any such reimbursement of business-related expenses shall
be made not later than December&nbsp;31 of the year following the year in which the
Executive incurred the expense. In no event will the amount of expenses so
reimbursed by the Company in one year affect the amount of expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other taxable
year; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall reimburse Executive&#146;s COBRA premiums (less
amounts Executive paid for group coverage prior to termination) for the lesser
of 18- months following the Date of Termination or the time Executive is no
longer eligible for such coverage; and</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to any other rights, compensation
and/or benefits as may be due to Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Company; and</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(vii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall receive no further benefits or compensation,
except as required by this Agreement or by law.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(viii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of determining the amounts to be paid to Executive pursuant to
this Section&nbsp;8(a), no reduction of or change to Base Salary, which would
constitute Good Reason under Section 7(d) shall be taken into account,
regardless of the reason for the termination giving rise to Executive&#146;s right
to be paid, and the Company&#146;s obligation to pay, the amounts required under
Section&nbsp;8(a).</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Golden Parachute Excise Tax Gross-Up. </U>



<P align="left" style="margin-left:8%; font-size: 12pt">(i)&nbsp;Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company or any
entity which effectuates a change in control to or for the benefit of Executive (the
&#147;Payments&#148;) would be subject to the excise tax imposed by Section&nbsp;4999 of the
Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), or any interest or penalties
are incurred by Executive with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred to as
the &#147;Excise Tax&#148;), then the Company shall pay to Executive an additional payment (a
&#147;Gross-Up Payment&#148;) in an amount such that after payment by Executive of all taxes
(including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an
amount of the Gross-Up Payment equal to the sum of (x)&nbsp;the Excise Tax imposed upon
the Payments and (y)&nbsp;the product of any deductions disallowed because of the
inclusion of the Gross-Up Payment in Executive&#146;s adjusted gross income and the
highest applicable marginal rate of federal income taxation for the calendar year in
which the Gross-Up Payment is to be made. For purposes of determining the amount of
the Gross-Up Payment, Executive shall be deemed to (A)&nbsp;pay federal income taxes at
the highest marginal rates of federal income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up Payment is to be made, (B)&nbsp;pay
applicable state and local income taxes at the highest marginal rate of taxation for
the calendar year in which the Gross-Up Payment is to be made, net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes and (C)&nbsp;have otherwise allowable deductions for federal income
tax purposes at least equal to those which could be disallowed because of the
inclusion of the Gross-Up Payment in Executive&#146;s adjusted gross income.
Notwithstanding the foregoing provisions of this Section&nbsp;8(b)(i), if it shall be
determined that Executive is entitled to a Gross-Up Payment, but that the Payments
would not be subject to the Excise Tax if the Payments were reduced by an amount no
more than 15%, then the amounts payable to Executive under this Agreement shall be
reduced (but not below zero) to the maximum amount that could be paid to Executive
without giving rise to the Excise Tax (the &#147;Safe Harbor Cap&#148;), and no Gross-Up
Payment shall be made to Executive. The reduction of the amounts payable hereunder,
if applicable, shall be made by reducing first the payments under Section&nbsp;8(a)(ii).
For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable
under this Agreement (and no other Payments) shall be reduced. If the reduction of
the amounts payable hereunder would not result in a reduction of the Payments to the
Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant
to this provision.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subject to the provisions of Section&nbsp;8(b)(i), all
determinations required to be made under this Section&nbsp;8(b), including whether
and when a Gross-Up Payment is required, the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determinations, shall be
made by the public accounting firm that is retained by the Company as of the
date immediately prior to the change in control (the &#147;Accounting Firm&#148;) which
shall provide detailed supporting calculations both to the Company and
Executive within 15 business days of the receipt of notice from the Company or
Executive that there has been a Payment, or such earlier time as is requested
by the Company (collectively, the &#147;Determination&#148;). In the event that the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group effecting the change in control, Executive may appoint another U.S.
nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company and the Company shall enter into any agreement
requested by the Accounting Firm in connection with the performance of the
services hereunder. The Gross-Up Payment under this Section 8(b) with respect
to any Payments made to Executive shall be made no later than 30-days following
such Payment. If the Accounting Firm determines that no Excise Tax is payable
by Executive, it shall furnish Executive with a written opinion to such effect,
and to the effect that failure to report the Excise Tax, if any, on Executive&#146;s
applicable federal income tax return should not result in the imposition of a
negligence or similar penalty. In the event the Accounting Firm determines
that the Payments shall be reduced to the Safe Harbor Cap, it shall furnish
Executive with a written opinion to such effect. The Determination by the
Accounting Firm shall be binding upon the Company and Executive.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the uncertainty in the application of Section
4999 of the Code at the time of the Determination, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
(&#147;Underpayment&#148;) or Gross-Up Payments are made by the Company which should not
have been made (&#147;Overpayment&#148;), consistent with the calculations required to be
made hereunder. In the event that Executive thereafter is required to make
payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the
benefit of Executive. In the event the amount of the Gross-Up Payment exceeds
the amount necessary to reimburse Executive for his Excise Tax, the Accounting
Firm shall determine the amount of the Overpayment that has been made and any
such Overpayment (together with interest at the rate paid to Executive as part
of any tax refund) shall be promptly paid by Executive (to the extent he has
received a refund if the applicable Excise Tax has been paid to the Internal
Revenue Service) to or for the benefit of the Company. Executive shall
cooperate, to the extent his expenses are reimbursed by the Company, with any
reasonable requests by the Company in connection with any contest or disputes
with the Internal Revenue Service in connection with the Excise Tax.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">Notwithstanding any other provision of this Section 8(b) to the contrary, all taxes described in
this Section 8(b) shall be paid or reimbursed no later than the end of the year following the year
in which the applicable taxes are remitted or, in the case of reimbursement of expenses incurred
due to a tax audit or litigation to which there is no remittance of taxes, no later than the end of
the year following the year in which the audit is completed or there is a final and nonappealable
settlement or other resolution of the litigation in accordance with Treasury Regulation&nbsp;Section
1.409A-3(i)(v). Any expenses, including interest and penalties assessed on the taxes described in
this Section&nbsp;8(b), incurred by the Executive shall be reimbursed promptly after the Executive
submits evidence of the incurrence of such expenses, which reimbursement in no event will be later
than the end of the year following the year in which the Executive incurs the expense, and each
provision of reimbursements pursuant to this Section 8(b) shall be considered a separate payment
and not one of a series of payments for purposes of Section&nbsp;409A. Any expense reimbursed by the
Company in one taxable year in no event will affect the amount of expenses required to be
reimbursed by the Company in any other taxable year.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Termination By Company for Cause, By Executive Without Good Reason or Expiration of
Employment Period</U>. If Executive&#146;s employment is terminated by the Company for Cause or by
Executive (other than for Good Reason) or upon expiration of the Employment Period<B>:</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall pay Executive the Accrued Obligations no
later than the 50<sup>th</sup> business day following the Date of Termination;
and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall reimburse Executive pursuant to Section&nbsp;5 for
reasonable expenses incurred, but not paid prior to such termination of
employment, provided any such reimbursement of business- related expenses shall
be made not later than December&nbsp;31 of the year following the year in which the
Executive incurred the expense. In no event will the amount of expenses so
reimbursed by the Company in one year affect the amount of expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other taxable
year; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to any other rights, compensation
and/or benefits as may be due to Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Company; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall receive no further benefits or compensation,
except as required by this Agreement or by law.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Disability</U>. During any period that Executive fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness (&#147;Disability Period&#148;),
Executive shall be paid his Base Salary through the Date of Termination, off-set by any disability
insurance. Upon the Date of Termination under this clause (d),:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall<U> </U>pay Executive (A)<U> </U>the Accrued
Obligations no later than the 50<sup>th</sup> business day following the Date
of Termination and (B)&nbsp;the Pro-Rated Bonus at such time as the Company
customarily pays bonuses, but not later than 2-1/2&nbsp;months after the end of the
fiscal year in which the Date of Termination occurs; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall<U> </U>reimburse Executive pursuant to
Section&nbsp;5 for reasonable expenses incurred, but not paid prior to such
termination of employment, provided any such reimbursement of business-related
expenses shall be made not later than December&nbsp;31 of the year following the
year in which the Executive incurred the expense. In no event will the amount
of expenses so reimbursed by the Company in one year affect the amount of
expenses eligible for reimbursement, or in-kind benefits to be provided, in any
other taxable year; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to any other rights, compensation
and/or benefits as may be due to Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Company; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall receive no further benefits or compensation,
except as required by this Agreement or by law.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Death</U>. If Executive&#146;s employment is terminated by his death:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall pay Executive&#146;s beneficiary, legal
representatives or estate, as the case may be, (A)<U> </U>Executive&#146;s Accrued
Obligations no later than the 50<sup>th</sup> business day following the Date
of Termination and (B)&nbsp;Executive&#146;s Pro-Rated Bonus at such time as the Company
customarily pays bonuses, but not later than 2-1/2&nbsp;months after the end of the
fiscal year in which Date of Termination occurs; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall reimburse Executive pursuant to Section&nbsp;5 for
reasonable expenses incurred, but not paid prior to such termination of
employment, provided any such reimbursement of business-related expenses shall
be made not later than December&nbsp;31 of the year following the year in which the
Executive incurred the expense. In no event will the amount of expenses so
reimbursed by the Company in one year affect the amount of expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other taxable
year; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive&#146;s beneficiary, legal representatives or estate, as
the case may be, shall be entitled to any other rights, compensation and
benefits as may be due to any such persons or estate in accordance with the
terms and provisions of any agreements, plans or programs of the Company; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall receive no further benefits or compensation,
except as required by this Agreement or by law.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Restrictive Covenants</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Acknowledgments</U>. Executive acknowledges that: (i)&nbsp;as a result of Executive&#146;s
employment by the Company, Executive has obtained and will obtain Confidential Information (as
defined below); (ii)&nbsp;the Confidential Information has been developed and created by the Company and
its Affiliates at substantial expense, and the Confidential Information constitutes valuable
proprietary assets; (iii)&nbsp;the Company and its Affiliates will suffer substantial damage and
irreparable harm which will be difficult to compute if, during the Employment Period and
thereafter, Executive should enter a Competitive Business (as defined herein) in violation of the
provisions of this Agreement; (iv)&nbsp;the nature of the Company&#146;s and its Affiliate&#146;s business is such
that it could be conducted any where in the world and that it is not limited to a geographic scope
or region; (v)&nbsp;the Company and its Affiliates will suffer substantial damage which will be
difficult to compute if, during the term of employment or thereafter, Executive should solicit or
interfere with the Company&#146;s and its Affiliate&#146;s employees, clients or customers or should divulge
Confidential Information relating to the business of the Company and its Affiliates; (vi)&nbsp;the
provisions of this Agreement are reasonable and necessary for the protection of the business of the
Company and its Affiliates; (vi)&nbsp;the Company would not have hired or continued to employ Executive
or grant the Options and other benefits contemplated under Agreement unless he agreed to be bound
by the terms hereof; and (vii)&nbsp;the provisions of this Agreement will not preclude Executive from
other gainful employment. &#147;Competitive Business&#148; as used in this Agreement shall mean any business
which competes, directly or indirectly, with any aspect of the Company&#146;s business. &#147;Confidential
Information&#148; as used in this Agreement shall mean any and all confidential and/or proprietary
knowledge, data, or information of the Company or any Affiliate, including, without limitation,
any: (A)&nbsp;trade secrets, drawings, inventions, methodologies, mask works, ideas, processes,
formulas, source and object codes, data, programs, software source documents, works of authorship,
know-how, improvements, discoveries, developments, designs and techniques, and all other work
product of the Company or any Affiliate, whether or not patentable or registrable under trademark,
copyright, patent or similar laws; (B)&nbsp;information regarding plans for research, development, new
service offerings and/or products, marketing, advertising and selling, distribution, business
plans, business forecasts, budgets and unpublished financial statements, licenses, prices and
costs, suppliers, customers or distribution arrangements; (C)&nbsp;any information regarding the skills
and compensation of employees, suppliers, agents, and/or independent contractors of the Company or
any Affiliate; (D)&nbsp;concepts and ideas relating to the development and distribution of content in
any medium or to the current, future and proposed products or services of the Company or any
Affiliate; or (E)&nbsp;any other information, data or the like that is labeled confidential or orally
disclosed to Executive as confidential.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Confidentiality</U>. In consideration of the benefits provided for in this Agreement,
Executive agrees not to, at any time, either during the Employment Period or thereafter, divulge,
use, publish or in any other manner disclose, directly or indirectly, to any person, firm,
corporation or any other form of business organization or arrangement and keep in the strictest
confidence any Confidential Information, except (i)&nbsp;as may be necessary to the performance of
Executive&#146;s duties hereunder, (ii)&nbsp;with the Company&#146;s express written consent, (iii)&nbsp;to the extent
that any such information is in or becomes in the public domain other than as a result of
Executive&#146;s breach of any of obligations hereunder, or (iv)&nbsp;where required to be disclosed by court
order, subpoena or other government process and in such event, Executive shall cooperate with the
Company in attempting to keep such information confidential. Upon termination, Executive agrees to
promptly deliver to the Company the originals and all copies, in whatever medium, of all such
Confidential Information.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Non-Compete</U>. In consideration of the benefits provided for in this Agreement,
Executive covenants and agrees that during his employment and for a period of two years following
the termination of his employment for whatever reason (the &#147;Restricted Period&#148;), he will not, for
himself, or in conjunction with any other person, firm, partnership, corporation or other form of
business organization or arrangement (whether as a shareholder, partner, member, principal, agent,
lender, director, officer, manager, trustee, representative, employee or consultant), directly or
indirectly, be employed by, provide services to, in any way be connected, associated or have any
interest in, or give advice or consultation to any Competitive Business with the Company or any of
its Affiliates without the Company&#146;s prior written consent. Should Executive be found, by a court
of competent jurisdiction, to have breached his non-compete obligation, the Restricted Period shall
be extended for the term of the breach as found by the Court.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Non-Solicitation of Employees</U>. In consideration of the benefits provided for in
this Agreement, Executive covenants and agrees that during the Restricted Period, Executive shall
not directly or indirectly attempt to solicit, employ or retain, or have or cause any other person
or entity to solicit, employ or retain, any person who is employed or is providing services to the
Company and its Affiliates at the time of his termination of employment or was or is providing such
services within the two year period before or after his termination of employment<B>. </B>Should
Executive be found, by a court of competent jurisdiction, to have breached his non-solicitation
obligation, the Restricted Period shall be extended for the term of the breach as found by the
Court.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Non-Solicitation of Clients and Customers</U>. In consideration of the benefits
provided for in this Agreement, Executive covenants and agrees that during the Restricted Period,
he will not, for himself, or in conjunction with any other person, firm, partnership, corporation
or other form of business organization or arrangement (whether as a shareholder, partner, member,
lender, principal, agent, director, officer, manager, trustee, representative, employee or
consultant), directly or indirectly: (i)&nbsp;solicit or accept any business that is directly related to
the business of the Company or its Affiliates, from any person or entity who, at the time of, or at
the time during the twelve months preceding such termination, was an existing or prospective
customer or client of the Company or its Affiliates; (ii)&nbsp;request or cause any of the Company&#146;s or
its Affiliates&#146; clients or customers to cancel or terminate any business relationship with the
Company or its Affiliates involving services or activities which were directly or indirectly the
responsibility of Executive during his employment; or (iii)&nbsp;request or cause any employee of the
Company or its Affiliates to breach or threaten to breach any terms of said employee&#146;s agreements
with the Company or its Affiliates or to terminate his or her employment with the Company or its
Affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Post-Employment Property</U>. The parties agree that any work of authorship,
invention, design, discovery, development, technique, improvement, source code, hardware, device,
data, apparatus, practice, process, method or other work product whatever (whether patentable or
subject to copyright, or not, and hereinafter collectively called &#147;discovery&#148;) related to training
or marketing methods and techniques that Executive, either solely or in collaboration with others,
has made or may make, discover, invent, develop, perfect, or reduce to practice during the term of
his employment, or within six (6)&nbsp;months thereafter, whether or not during regular business hours
and created, conceived or prepared on the Company&#146;s or any Affiliates&#146; premises or otherwise shall
be the sole and complete property of the Company and/or its Affiliates and may not be used by
Executive outside of the Company. More particularly, and without limiting the foregoing, Executive
agrees that all of the foregoing and any (i)&nbsp;inventions (whether patentable or not, and without
regard to whether any patent therefore is ever sought), (ii)&nbsp;marks, names, or logos (whether or not
registrable as trade or service marks, and without regard to whether registration therefore is ever
sought), (iii)&nbsp;works of authorship (without regard to whether any claim of copyright therein is
ever registered), and (iv)&nbsp;trade secrets, ideas, and concepts ((i) &#151; (iv)&nbsp;collectively,
&#147;Intellectual Property Products&#148;) created, conceived, or prepared on the Company&#146;s or its
Affiliates&#146; premises or otherwise, whether or not during normal business hours, shall perpetually
and throughout the world be the exclusive property of the Company and/or its Affiliates, as the
case may be, as shall all tangible media (including, but not limited to, papers, computer media of
all types, and models) in which such Intellectual Property Products shall be recorded or otherwise
fixed. Executive further agrees promptly to disclose in writing and deliver to the Company all
Intellectual Property Products created during his engagement by the Company, or within six (6)
months thereafter <B>, </B>whether or not during normal business hours. Executive agrees that all works
of authorship created by Executive during his engagement by the Company shall be works made for
hire of which the Company or its Affiliates is the author and owner of copyright. To the extent
that any competent decision-making authority should ever determine that any work of authorship
created by Executive during his engagement by the Company is not a work made for hire, Executive
hereby assigns all right, title and interest in the copyright therein, in perpetuity and throughout
the world, to the Company. To the extent that this Agreement does not otherwise serve to grant or
otherwise vest in the Company or its Affiliates all rights in any Intellectual Property Product
created by Executive during his engagement by the Company, or within six (6)&nbsp;months thereafter,
Executive hereby assigns all right, title and interest therein, in perpetuity and throughout the
world, to the Company. Executive agrees to execute, immediately upon the Company&#146;s reasonable
request and without charge, any further assignments, applications, conveyances or other
instruments, at any time after execution of this Agreement, whether or not Executive is engaged by
the Company at the time such request is made, in order to permit the Company, its Affiliates and/or
their respective assigns to protect, perfect, register, record, maintain, or enhance their rights
in any Intellectual Property Product; <U>provided</U>, <U>that</U>, the Company shall bear the
cost of any such assignments, applications or consequences. Upon termination of Executive&#146;s
employment by the Company for any reason whatsoever, and at any earlier time the Company so
requests, Executive will immediately deliver to the custody of the person designated by the Company
all originals and copies of any documents and other property of the Company in Executive&#146;s
possession, under Executive&#146;s control or to which he may have access.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>Enforcement</U>. If Executive commits a breach, or threatens to commit a breach, of
any of the provisions of this Section&nbsp;9, the Company shall have the right and remedy to have the
provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed
by Executive that the services being rendered hereunder to the Company are of a special, unique and
extraordinary character and that any such breach or threatened breach will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the Company. Such
right and remedy shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company at law or in equity. Accordingly, Executive consents to the issuance of
an injunction, whether preliminary or permanent, consistent with the terms of this Agreement.
Should Executive breach his non-compete obligation, the Company may cease its reimbursement of any
COBRA premiums that it is paying to Executive. Any such cessation of reimbursement shall not
reduce any monetary damages that may be available to the Company as a result of the breach.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Blue Pencil</U>. If, at any time, the provisions of this Section&nbsp;9 shall be
determined to be invalid or unenforceable under any applicable law, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Agreement shall be considered
divisible and shall become and be immediately amended to only such area, duration and scope of
activity as shall be determined to be reasonable and enforceable by the court or other body having
jurisdiction over the matter, and Executive and the Company agree that this Agreement as so amended
shall be valid and binding as though any invalid or unenforceable provision had not been included
herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 9 AND HAS HAD THE
OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED NECESSARY AND THAT
EXECUTIVE UNDERSTANDS THIS AGREEMENT&#146;S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY
SIGNING BELOW.


<P align="left" style="font-size: 12pt; text-indent: 4%">10 <U>Resolution of Differences Over Breaches of Agreement</U>. The parties shall use good
faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or
the breach thereof, first in accordance with the Company&#146;s internal review procedures, except that
this requirement shall not apply to any claim or dispute under or relating to Section&nbsp;9 of this
Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy
or claim through the Company&#146;s internal review procedures, then such controversy or claim shall be
resolved by binding arbitration for resolution in Atlanta, Georgia in accordance with the rules and
procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then
in effect. The decision of the arbitrator shall be final and binding on both parties, and any
court of competent jurisdiction may enter judgment upon the award. Each party shall pay its own
expenses, including legal fees, in such dispute and shall split the cost of the arbitrator and the
arbitration proceedings.


<P align="left" style="font-size: 12pt; text-indent: 4%">11 <U>Successors; Binding Agreement</U> . The rights and benefits of Executive hereunder
shall not be assignable, whether by voluntary or involuntary assignment or transfer by Executive.
This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of
the Company, and the heirs, executors and administrators of the Executive, and shall be assignable
by the Company to any entity acquiring substantially all of the assets of the Company, whether by
merger, consolidation, sale of assets or similar transactions.


<P align="left" style="font-size: 12pt; text-indent: 4%">12 <U>Notice</U>. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered either personally or by United States certified or registered mail,
return receipt requested, postage prepaid, addressed, in case of Executive, to the last address on
file with the Company and if to the Company, to its executive offices or to such other address as
any party may have furnished to the others in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


<P align="left" style="font-size: 12pt; text-indent: 4%">13 <U>Governing Law</U>. This Agreement is governed by, and is to be construed and enforced
in accordance with, the laws of Delaware without regard to principles of conflicts of laws. If,
under such law, any portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or
altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the
invalidity of any such portion shall not affect the force, effect and validity of the remaining
portion hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">14 <U>Amendment</U>. No provisions of this Agreement may be amended, modified, or waived
unless such amendment or modification is agreed to in writing signed by Executive and by a duly
authorized officer of the Company, and such waiver is set forth in writing and signed by the party
to be charged. No waiver by either party hereto at any time of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.


<P align="left" style="font-size: 12pt; text-indent: 4%">15 <U>Survival</U>. The respective obligations of, and benefits afforded to, Executive and
Company as provided in Sections&nbsp;9 of this Agreement shall survive the termination of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">16 <U>No Conflict of Interest</U>. During the Employment Period, Executive shall not
directly, or indirectly render service, or undertake any employment or consulting agreement with
another entity without the express written consent of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">17 <U>Counterparts</U>. This Agreement may be executed in two or more-counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.


<P align="left" style="font-size: 12pt; text-indent: 4%">18 <U>Entire Agreement</U>. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto in respect of such subject
matter. Any prior agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and canceled as of the date hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">19 <U>Section&nbsp;Headings</U>. The section headings in this Agreement are for convenience of
reference only, and they form no part of this Agreement and shall not affect its interpretation.


<P align="left" style="font-size: 12pt; text-indent: 4%">20 <U>Withholding</U>. All payments hereunder shall be subject to any required withholding
of Federal, state and local taxes pursuant to any applicable law or regulation.


<P align="left" style="font-size: 12pt; text-indent: 4%">21 <U>Representation</U>. Executive represents and warrants to the Company, and Executive
acknowledges that the Company has relied on such representations and warranties in employing
Executive, that neither Executive&#146;s duties as an employee of the Company nor his performance of
this Agreement will breach any other agreement to which Executive is a party, including without
limitation, any agreement limiting the use or disclosure of any information acquired by Executive
prior to his employment by the Company. In addition, Executive represents and warrants and
acknowledges that the Company has relied on such representations and warranties in employing
Executive, which he has not entered into, and will not enter into, any agreement, either oral or
written, in conflict herewith. If it is determined that Executive is in breach or has breached any
of the representations set forth herein, the Company shall have the right to terminate the
Executive&#146;s employment for Cause.


<P align="left" style="font-size: 12pt; text-indent: 4%">22 <U>Mitigation</U>. Executive shall not be required to mitigate amounts payable under this
Agreement by seeking other employment or otherwise, and there shall be no offset against amounts
due Executive under this Agreement on account of subsequent employment except as specifically
provided herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">23 <U>Indemnification</U>. The Company agrees that if Executive is made a party or
threatened to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a &#147;Proceeding&#148;), by reason of the fact that Executive is or was a
director or officer of the Company or any subsidiary of the Company or is or was serving at the
request of the Company or any subsidiary as a director, officer, member, employee or agent of
another corporation or partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to employee benefit plans, whether or not the basis of such
Proceeding is alleged action in an official capacity as trustee, director, officer, member,
employee or agent while serving as a trustee, director, officer, member, employee or agent,
Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by
the Company&#146;s bylaws.


<P align="left" style="font-size: 12pt; text-indent: 4%">24 <U>Negotiation Fees</U>. The Company shall reimburse Executive for his reasonable legal
fees and expenses relating to the preparation and negotiation of this Agreement, but not to exceed
$10,000 (such legal fees and expenses should be reviewed and approved by the Compensation Committee
before payment).


<P align="left" style="font-size: 12pt; text-indent: 4%">25 <U>Section&nbsp;409A</U>. This Agreement is intended to comply with Section&nbsp;409A of the Code
and shall be construed and interpreted in accordance with such intent. Notwithstanding any
provision of this Agreement to the contrary, in the event any payment or benefit hereunder is
determined to constitute a &#147;deferral of compensation&#148; subject to Section&nbsp;409A, then to the extent
necessary to comply with Section&nbsp;409A, such payment or benefit shall not be made, provided or
commenced until the first day of the seventh month after Executive&#146;s &#147;separation from service&#148; as
such phrase is defined for purposes of Section&nbsp;409A. In the event this Agreement does not comply
with Section&nbsp;409A of the Code, the Company agrees to make Executive &#147;whole&#148; on an after-tax basis
so that Executive shall net the amount that he would have netted had the tax under Section&nbsp;409A not
applied.<sup> </sup>


<P align="center" style="font-size: 12pt">* * *<BR>
&#091;Signature Page Next&#093;




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<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.


<P align="left" style="font-size: 12pt"><FONT style="font-size: 10pt">EXIDE TECHNOLOGIES
</FONT>

<P align="left" style="font-size: 10pt">By: <U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ John P. Reilly<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></U>
<BR>
NAME: JOHN P. REILLY
<BR>
TITLE: CHAIRMAN OF THE BOARD


<P align="left" style="font-size: 10pt">GORDON A. ULSH


<P align="left" style="font-size: 10pt">By: <U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Gordon A. Ulsh<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></U>
<BR>
EXECUTIVE


<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt">
</FONT>


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