EnerSys Sample Contracts

ENERSYS INDENTURE Dated as of DEBT SECURITIES WILMINGTON TRUST COMPANY Trustee
EnerSys • November 23rd, 2007 • Wholesale-electrical apparatus & equipment, wiring supplies • New York

INDENTURE dated as of _________ __, ____, among EnerSys, a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Trustee”).

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INDENTURE Dated as of April 23, 2015 Among ENERSYS, THE GUARANTORS NAMED HEREIN and MUFG UNION BANK, N.A., as Trustee
Indenture • April 23rd, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York

INDENTURE, dated as of April 23, 2015, among EnerSys, a Delaware corporation (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”) and MUFG Union Bank, N.A., as Trustee (herein called the “Trustee”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS UNDER THE SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN
Award Agreement for Employees • November 2nd, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS (this “Agreement”), dated as of May 12, 2015, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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PLEDGE AGREEMENT
Pledge Agreement • May 17th, 2004 • EnerSys • New York

PLEDGE AGREEMENT, dated as of March 17, 2004 (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned (each, a “Pledgor” and, together with each other entity which becomes a party hereto pursuant to Section 25, collectively, the “Pledgors”) and Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

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CREDIT AGREEMENT among ENERSYS, VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and RB INTERNATIONAL FINANCE (USA) LLC and PNC BANK, NATIONAL ASSOCIATION, as...
Credit Agreement • March 29th, 2011 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York

CREDIT AGREEMENT, dated as of March 29, 2011, among ENERSYS, a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Wells Fargo Bank, National Association, as Syndication Agent (in such capacity, the “Syndication Agent”), RB International Finance (USA) LLC and PNC Bank, National Association, as Co-Documentation Agents and Co-Managers (in such capacities, the “Co-Documentation Agents”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1 are used herein as so defined.

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 24th, 2023 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of March 22, 2023 (the “Fourth Amendment Effective Date”), is among, EnerSys, a Delaware corporation (the “Company”), the Designated Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent and the L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

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Contract
Employment Agreement • May 17th, 2004 • EnerSys • New York

EMPLOYMENT AGREEMENT dated as of November 9, 2000, between YUASA, INC., a Pennsylvania corporation (the “Company”), and CHARLES K. McMANUS (the “Executive”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2010 EQUITY INCENTIVE PLAN
Award Agreement for Employees • May 31st, 2011 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of , is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule) SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN
Employee Stock Option Agreement • November 2nd, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of May 12, 2015, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – TSR PERFORMANCE SHARE UNITS UNDER THE 2017 EQUITY INCENTIVE PLAN
Award Agreement for Employees • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – TSR PERFORMANCE SHARE UNITS (this “Agreement”), dated as of _____________, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • December 21st, 2022 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • New York

Reference is hereby made to the Receivables Purchase Agreement dated as of December 21, 2022 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), by and among (i) ENERSYS FINANCE LLC, a Delaware limited liability company (the “SPE”), as seller (in such capacity, the “Seller”); (ii) the Persons from time to time party hereto as Purchasers; (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), as Administrative Agent; and (iv) ENERSYS, a Delaware corporation, in its individual capacity (“ENS”) and as initial Master Servicer (in such capacity, together with its successors and assigns in such capacity, the “Master Servicer”).

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SUBSIDIARIES GUARANTY
Subsidiaries Guaranty • May 17th, 2004 • EnerSys • New York

SUBSIDIARIES GUARANTY, (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of March 17, 2004, made by and among each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 27 hereof, the “Guarantors”) in favor of Bank of America, N.A., as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Second-Lien Credit Agreement (as defined below) shall be used herein as therein defined.

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2,845,869 Shares ENERSYS Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • February 18th, 2011 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York

The portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on June 16, 2010, that are incorporated by reference into Part III of the Company’s Annual Report of Form 10-K for the fiscal year ended March 31, 2010.

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Shares ENERSYS Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
EnerSys • July 13th, 2004 • Wholesale-electrical apparatus & equipment, wiring supplies • New York

Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Banc of America Securities LLC William Blair & Company, L.L.C. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036

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Date]
Severance Agreement • May 28th, 2013 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

EnerSys (the “Company”) considers it essential and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a termination of employment related to a change in control of the Company may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN
Award Agreement for Employees • May 31st, 2016 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of May 16, 2016, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2017 EQUITY INCENTIVE PLAN
Award Agreement for Employees • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of ___________, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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ENERSYS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS DEFERRED STOCK UNITS 2023 EQUITY INCENTIVE PLAN
Award Agreement • August 9th, 2023 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania

THIS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS –DSUs (this “Award Agreement”) is made as of _______ (the “Grant Date”) between EnerSys, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Director”).

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EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule) SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN
Employee Stock Option Agreement • May 31st, 2016 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of May 16, 2016, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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INDEMNIFICATION AGREEMENT (DIRECTORS AND OFFICERS)
Indemnification Agreement • May 28th, 2014 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware

INDEMNIFICATION AGREEMENT dated as of _________ (this “Agreement”), between ENERSYS, a Delaware corporation (the “Company”), and the other party signatory hereto (the “Indemnitee”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2023 EQUITY INCENTIVE PLAN
Award Agreement for Employees • August 9th, 2023 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of _____, ____, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule)
Employee Stock Option Agreement • August 9th, 2023 • EnerSys • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of ______, ____, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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SECOND-LIEN CREDIT AGREEMENT among ENERSYS, ENERSYS CAPITAL INC., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and LEHMAN COMMERCIAL PAPER INC., as...
Credit Agreement • May 17th, 2004 • EnerSys • New York

CREDIT AGREEMENT, dated as of March 17, 2004, among ENERSYS, a Delaware corporation (“Holdings”), ENERSYS CAPITAL INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Morgan Stanley Senior Funding, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), and Lehman Commercial Paper Inc., as Documentation Agent (in such capacity, the “Documentation Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used herein as so defined.

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EMPLOYEE STOCK OPTION AGREEMENT (3 Year Vesting Schedule)
Employee Stock Option Agreement • August 7th, 2019 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS EMPLOYEE STOCK OPTION AGREEMENT (this “Agreement”), dated as of ______, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS UNDER THE 2010 EQUITY INCENTIVE PLAN
Award Agreement for Employees • May 28th, 2013 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of , is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 1st, 2020 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Washington

and between ALPHA TECHNOLOGIES, Inc., a Washington corporation, with offices located at 3767 Alpha Way, Bellingham, WA 98226 (hereinafter called the "Corporation") and Andrew Zogby, residing at 15421 Harrow Lane, Poway, CA 92064

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ENERSYS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS DEFERRED STOCK UNITS
Award Agreement • August 9th, 2017 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware

THIS AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS –DSUs (this “Award Agreement”) is made as of _____________, 20__ (the “Grant Date”) between EnerSys, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Director”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS UNDER THE AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN
Award Agreement for Employees • May 27th, 2015 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS (this “Agreement”), dated as of _________, is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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December 28, 2022
EnerSys • December 28th, 2022 • Miscellaneous electrical machinery, equipment & supplies

EnerSys (the “Company”) considers it essential and in the best interests of its stockholders to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a termination of employment related to a change in control of the Company may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

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FORM OF STOCK OPTION AGREEMENT 2004/2006 EQUITY INCENTIVE PLAN
Form of Stock Option Agreement • May 6th, 2008 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

STOCK OPTION AGREEMENT (this “Agreement”) is dated as of , , between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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ENERSYS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS UNDER THE 2010 EQUITY INCENTIVE PLAN
Award Agreement for Employees • May 28th, 2013 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • Pennsylvania

THIS AWARD AGREEMENT FOR EMPLOYEES – MARKET SHARE UNITS (this “Agreement”), dated as of , is between ENERSYS, a Delaware corporation (the “Company”), and the individual identified on the signature page hereof (the “Participant”).

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CREDIT AGREEMENT Dated as of August 4, 2017 among ENERSYS, The Other Borrowers Party Hereto, The Guarantors Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and The Other Lenders Party Hereto JPMORGAN...
Credit Agreement • August 9th, 2017 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 4, 2017, among ENERSYS, a Delaware corporation (the “Company”), the other Borrowers from time to time party hereto, the Guarantors party hereto, each Lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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PLEDGE AGREEMENT
Pledge Agreement • May 17th, 2004 • EnerSys • New York

PLEDGE AGREEMENT, dated as of March 17, 2004 (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned (each, a “Pledgor” and, together with each other entity which becomes a party hereto pursuant to Section 25, collectively, the “Pledgors”) and Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Second-Lien Credit Agreement (as defined below) shall be used herein as therein defined.

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MANAGING DIRECTORSHIP AGREEMENT
Managing Directorship Agreement • May 17th, 2004 • EnerSys

Whereas, Enersys Inc. a US Company having its seat at 2366 Bernville Road, Reading, PA (Enersys) and Invensys plc, a corporation organized under the laws of England and Wales have entered into a Stock Purchase Agreement (the Purchase Agreement) pursuant to which, among other things, Enersys will acquire the Company (the Acquisition);

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CONSULTING AGREEMENT
Consulting Agreement • May 28th, 2013 • EnerSys • Wholesale-electrical apparatus & equipment, wiring supplies

CONSULTING AGREEMENT (“Agreement”) dated as of April 1, 2013 by and between ENERSYS DELAWARE INC., a Delaware corporation having its principal offices at 2366 Bernville Road, Reading, Pennsylvania 19605 (the “Company”), and NKF INVESTMENTS, LLC, a Florida limited liability company having its principal offices at 2001 Meridian Avenue, Miami Beach, Florida 33139 (the “Consultant”).

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