Exhibit 10.1

[LETTERHEAD]

March 29, 2011

Re: 2011 Performance Share Grant

Dear       :

Exide Technologies (the “Company”) is pleased to inform you that, pursuant to the Company’s 2009 Stock Incentive Plan (the “Plan”), you have been granted [INSERT Number] Performance Shares (“Performance Shares”) by the Compensation Committee of the Board of Directors (“Committee”) as of the date hereof. You will receive separate award agreements for any restricted stock, restricted stock unit or performance unit awards that you have also been granted as of the same date.

This award letter (this “Agreement”) sets forth the terms of the Performance Shares. However, please note that the Performance Shares are also subject to the terms of the Plan, as interpreted by the Committee in its full discretion. Furthermore, this Agreement in no way guarantees that you will receive any payment of shares of Common Stock pursuant to the Performance Shares under the Plan. Any terms not defined in this Agreement will have the meaning ascribed to them in the Plan. The Performance Shares are intended to constitute qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

General Terms

Your right to receive payment pursuant to the Performance Shares is contingent upon the achievement of a single Management Objective, which is described in detail below. The achievement of the Management Objective will be measured during the period from April 1, 2011 through March 31, 2014 (the “Performance Period”).

Management Objective

The Management Objective for the Performance Period is based on the achievement of performance goals relating to relative total shareholder return of the Company (“Relative TSR”) for the Performance Period (the “Relative TSR Performance Metric”). As further described below, if a minimum threshold is met with respect to the Relative TSR Performance Metric, you will receive a payment of shares of Common Stock pursuant to at least a portion of the Performance Shares.

If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, the manner in which it conducts business, or other events or circumstances render the Management Objective to be unsuitable, the Committee may modify the Management Objective or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action will be made in the case of a Covered Employee where such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

Payment of Performance Shares

You will receive a payment of shares of Common Stock pursuant to the Performance Shares for the Performance Period only if payment is otherwise permitted under the terms of the Plan and the Board (or Committee, in the case of Covered Employees) has certified that the Management Objective has been satisfied. You will receive any shares of Common Stock pursuant to the Performance Shares that you have earned under this Agreement within 90 days after March 31, 2014 (the “Payment Date”), unless your Continuous Service with the Company or one of its subsidiaries terminates on account of your death or disability or in connection with a Change in Control prior to the end of the Performance Period, in which such case you will receive payment, if any, in accordance with the terms set forth below under the heading “Effect of Early Termination on the Performance Shares.”

Earning of Performance Shares

Provided that you remain in Continuous Service through the end of the Performance Period, the actual number of shares of Common Stock, if any, that you will earn pursuant to the Performance Shares at the end of the Performance Period will be determined in accordance with the performance matrix set forth on Exhibit A to this Agreement. Pursuant to the matrix, you will receive up to 150% of your Performance Shares at the end of the Performance Period if the Relative TSR at the end of the Performance Period equals or exceeds the threshold amount (25^th percentile) (the “Relative TSR Threshold Amount”) as set forth on Exhibit A. If the Relative TSR at the end of the Performance Period is greater than the Relative TSR Threshold Amount, but less than the target amount (50^th percentile) (the “Relative TSR Target Amount”) and is not expressly stated on Exhibit A, then each whole 1% improvement in performance will result in approximately a 3% increase in the number of Performance Shares earned above the Relative TSR Threshold Amount until the Relative TSR Target Amount is reached. If the Relative TSR at the end of the Performance Period is greater than the Relative TSR Target Amount, but less than the maximum amount (75^th percentile) (the “Relative TSR Maximum Amount”) and is not expressly stated on Exhibit A, then each whole 1% improvement in performance will result in approximately a 2% increase in the number of Performance Shares earned above the Relative TSR Target Amount until the Relative TSR Maximum Amount is reached. No additional Performance Shares will be earned if performance exceeds the Relative TSR Maximum Amount.

For purposes of this award, Relative TSR will be based on the difference between the Beginning Stock Price (as defined below) and the Ending Stock Price (as defined below) relative to the performance of the Russell 2000^®, plus the amount per share of any cash dividends paid by the Company during the Performance Period. The term “Beginning Stock Price” means the average closing price of a share of the Company’s Common Stock for the 20 consecutive trading days immediately preceding, but not including, April 1, 2011 as reported by the online edition of The Wall Street Journal on the NASDAQ Global Market, or as reported by such other source as the Committee may approve. The term “Ending Stock Price” means the average closing price of a share of the Company’s Common Stock for the 20 consecutive trading days immediately preceding, but not including, the last day of the Performance Period as reported by the online edition of The Wall Street Journal on the NASDAQ Global Market, or as reported by such other source as the Committee may approve.

Effect of Early Termination on the Performance Shares

Death

If your Continuous Service terminates early on account of your death prior to the end of the Performance Period, the number of shares of Common Stock that your beneficiary will receive pursuant to the Performance Shares, if any, will be determined in accordance with Exhibit A attached hereto and will be paid to your designated beneficiary on the Payment Date. However, the number of shares of Common Stock will be pro-rated for the period starting on the date hereof and ending on the last day of the month in which your Continuous Service is terminated on account of your death.

Disability

If your Continuous Service terminates early on account of your disability prior to the end of the Performance Period, the number of shares of Common Stock that you will receive pursuant to the Performance Shares, if any, will be determined in accordance with Exhibit A attached hereto and will be paid on the Payment Date. However, the number of shares of Common Stock will be pro-rated for the period starting on the date hereof and ending on the last day of the month in which your Continuous Service is terminated on account of your disability.

Change in Control

In the event your Continuous Service is terminated by the Company for any reason other than Cause or by you for Good Reason (as defined below) on or within twelve (12) months after a Change in Control, the number of shares of Common Stock that you will receive pursuant to the Performance Shares, if any, will be determined in accordance with Exhibit A attached hereto. However, in order to determine the number of Performance Shares earned, the Relative TSR Performance Metric will be measured as of the last day of the month in which your Continuous Service is terminated in connection with the Change in Control instead of the last day of the Performance Period. Any Performance Shares earned on the date your Continuous Service is terminated in connection with a Change in Control will be delivered as soon as practicable, and in all events within 30 days, following the date your Continuous Service is terminated in connection with a Change in Control; provided, however, that if the termination of Continuous Service is not a “separation of service” as defined under Section 409A of the Code, payment will be made to you within 30 days following the earlier of (i) the Payment Date or (ii) the date of your “separation of service” with the Company (determined in accordance with Section 409A of the Code); further, provided, that if the date of payment is determined by reference to the date of your “separation of service” with the Company (determined in accordance with Section 409A of the Code) or the Change in Control does not constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company, within the meaning of Section 409A of the Code, and you are considered a “specified employee” for the purposes of Section 409A of the Code, payment will be made within 30 days of the first business day of the seventh month after the date of your “separation of service” with the Company (determined in accordance with Section 409A of the Code).

For purposes of this Agreement, the term “Good Reason” shall mean (i) a material diminution in your authority, duties or responsibilities, (ii) a relocation of the office at which you provide services to the Company or a Subsidiary to a location more than fifty (50) miles from its current location; or (iii) any material breach of an employment agreement, if any, that is in effect at any time between you and the Company.

Before a termination will constitute a termination for Good Reason, you must give the Company a Notice of Good Reason within ninety (90) calendar days following the occurrence of the event that constitutes Good Reason. Failure to provide such Notice of Good Reason within such 90-day period shall be conclusive proof that you shall not have Good Reason to terminate employment.

Good Reason shall exist only if (A) the Company fails to remedy the event or events constituting Good Reason within thirty (30) calendar days after receipt of the Notice of Good Reason from you and (B) you terminate you employment within sixty (60) days after the end of the period set forth in clause (A) above. If you determine that Good Reason for termination exists and timely file a Notice of Good Reason, such determination shall be presumed to be true and the Company will have the burden of proving that Good Reason does not exist.

For purposes of this Agreement, “Notice of Good Reason” means a written notice by you to the Company which sets forth in reasonable detail the specific reason for a termination of employment for Good Reason and the facts and circumstances claimed to provide a basis for such termination and is provided to the Company in accordance with the terms set forth above.

Other Terminations

If your Continuous Service with the Company or any subsidiary is voluntarily or involuntarily terminated during the Performance Period for any reason other than your death or disability, or in connection with a Change in Control, you will forfeit your entire Performance Share Award.

If there is a conflict between these termination provisions and the termination provisions of the Plan, the terms of the Plan shall govern.

Taxes and Withholding

To the extent that the Company is required to withhold any federal, state, local or foreign taxes in connection with the payment of any shares of Common Stock made pursuant to the Performance Shares and the amounts available to the Company for such withholding are insufficient, you shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. Unless otherwise determined by the Committee, you may elect to satisfy all or any part of any such withholding obligation by (i) paying cash, (ii) surrendering to the Company a portion of the shares of Common Stock that are issued or transferred to you or that become nontransferable by you hereunder, and the shares of Common Stock so surrendered by you shall be credited against any such withholding obligation at the Market Value per Share of such shares of Common Stock on the date of such surrender, or (iii) a combination of such methods.

Please contact        at extension        if you have any questions about the Plan or the Program.

Very truly yours,

     
By:

The undersigned hereby accepts the terms of this Award Agreement
and the Plan.

Address:

1

Exhibit A

Performance Shares Earned – Relative TSR

2