C&D TECHNOLOGIES INC
RESTRICTED STOCK AWARD
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>4
<FILENAME>d71547_ex10-57.txt
<DESCRIPTION>RESTRICTED STOCK AWARD
<TEXT>
                                                                   Exhibit 10.57
                             RESTRICTED STOCK AWARD

                             C&D TECHNOLOGIES, INC.

      This  RESTRICTED  STOCK  AWARD  (the  "Award")  is made and  entered  into
effective  as of the 12th day of March,  2007 by and between  C&D  Technologies,
Inc.  (the  "Company"),   a  Delaware  corporation,   and  _______________  (the
"Participant").

      Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated  herein by  reference  as part of this Award,  the  Company  hereby
awards as of the Grant  Date  below to the  Participant  the  Restricted  Shares
described below in consideration of Participant's services to the Company.

      A.    Grant Date: March 12, 2007.

      B.    Plan (under which the Award is granted): The C&D Technologies,  Inc.
            2007 Stock Incentive Plan.

      C.    Restricted Shares: ____________ shares of the Company's common stock
            ("Common Stock"),  subject to adjustment as provided in the attached
            Terms and Conditions.

      D.    Vesting Schedule:  The Restricted Shares shall vest according to the
            Vesting  Schedule  attached  hereto as  Schedule  1. The  Restricted
            Shares which have become vested pursuant to the Vesting Schedule are
            herein referred to as the "Vested Shares."

      IN WITNESS  WHEREOF,  the Company and the  Participant  have executed this
Award as of the Grant Date set forth above.

                                      C&D TECHNOLOGIES, INC.
                                      By: /s/ ____________________
                                          President and Chief Executive Officer


                                      _____________________________________
                                      Signature of Participant

                                      Name:           Name
                                      SSN:            XXX-XX-9999
                                      Address:        Address
                                                      City, State Zip


<PAGE>

                           TERMS AND CONDITIONS TO THE
                     RESTRICTED STOCK AWARD PURSUANT TO THE
                C&D TECHNOLOGIES, INC. 2007 STOCK INCENTIVE PLAN

      1.    Restricted  Shares  Held by the  Share  Custodian.  The  Participant
hereby  authorizes  and directs  the  Company to deliver  any share  certificate
issued by the  Company to evidence  Restricted  Shares to the  Secretary  of the
Company  or such  other  officer  of the  Company  as may be  designated  by the
Committee (the "Share  Custodian") to be held by the Share  Custodian  until the
Restricted  Shares become Vested Shares in accordance with the Vesting Schedule.
When the  Restricted  Shares become Vested  Shares,  the Share  Custodian  shall
deliver  the  Restricted  Shares  to the  Participant.  In the  event  that  the
Participant  forfeits  any of the  Restricted  Shares,  and the number of Vested
Shares includes a fraction of a share, the Share Custodian shall not be required
to deliver the fractional  share,  and the Company may pay the  Participant  the
amount determined by the Company to be the estimated fair market value therefor.
The  Participant  hereby  irrevocably  appoints  the  Share  Custodian,  and any
successor thereto,  as the true and lawful  attorney-in-fact  of the Participant
with full power and  authority  to  execute  any stock  transfer  power or other
instrument  necessary  to  transfer  the  Restricted  Shares to the  Company  in
accordance with this Award, in the name,  place,  and stead of the  Participant.
The term of such  appointment  shall commence on the date of the Award and shall
continue  until the  Restricted  Shares  are  delivered  to the  Participant  as
provided  above.  In the event the number of shares of Common Stock is increased
or reduced by a change in the par value,  split-up,  stock split,  reverse stock
split, reclassification,  merger, reorganization,  consolidation,  or otherwise,
the Participant agrees that any certificate  representing shares of Common Stock
or other  securities  of the Company  issued as a result of any of the foregoing
shall be  delivered  to the Share  Custodian  and shall be subject to all of the
provisions of this Award as if initially granted thereunder.

      2.    Rights of a Shareholder.  During the period that the Share Custodian
holds the shares of Common Stock subject to Section 1, the Participant  shall be
entitled to all rights  applicable to shares of Common Stock not so held, except
as otherwise provided in this Award;  provided,  however, that dividends paid on
Restricted  Shares  that are not Vested  Shares  shall be  retained by the Share
Custodian and paid to the  Participant  only upon the vesting of the  Restricted
Shares associated with the dividends. The Company may require the Participant to
execute a stockholder  agreement to which stockholders are generally subject, if
any, as a condition to the issuance or delivery to him of a share certificate.

      3.    Tax Withholding.

            (a)   The  Participant  must deliver to the Company,  on or prior to

      the date on which any Restricted Shares become Vested Shares (the "Vesting
      Date"),  either cash or a certified  check payable to the Company,  in the
      amount of all tax withholding obligations imposed on the Company by reason
      of the vesting of the Restricted Shares;  provided,  however, in the event
      the Participant  makes an earlier  election  pursuant to Internal  Revenue
      Code Section 83(b) as to all or any portion of the Restricted  Shares, the
      Participant must deliver to the Company, within thirty (30) days of making
      the election,  either cash or a certified  check payable to the Company in
      the amount of all of the tax  withholding  obligations  (whether  federal,
      state or local) imposed on the Company by reason of the Participant making
      the election pursuant to Section 83(b).


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<PAGE>

            (b)   If the Participant does not make an election pursuant to Code
      Section  83(b),  in  lieu of  paying  the tax  withholding  obligation  as
      described in Section 3(a), Participant may elect to have the actual number
      of Vested  Shares  reduced by the number of whole  shares of Common  Stock
      which, when multiplied by the Fair Market Value of the Common Stock on the
      Vesting Date, is sufficient to satisfy the minimum  amount of the required
      tax  obligations  imposed on the  Company by reason of the  vesting of the
      Restricted  Shares (the  "Withholding  Election").  Participant may make a
      Withholding Election only if all of the following conditions are met:

                  (i)   the Withholding Election must be made on or prior to the
            Vesting Date by executing  and  delivering to the Company a properly
            completed Notice of Withholding  Election, in substantially the form
            of Exhibit 1 attached hereto; and

                  (ii)  any  Withholding  Election  made  will  be  irrevocable;
            however, the Compensation Committee of the Board of Directors of the
            Company (the  "Committee")  may, in its sole discretion,  disapprove
            and give no effect to any Withholding  Election,  in which case, the
            Committee  shall notify the Participant of such  disapproval  within
            ten (10) days of its  decision  and the  Participant  shall have ten
            (10) days after  receiving such  notification to deliver the payment
            required under Subsection (a) above.

      If the Participant  does not timely satisfy payment of the tax withholding
      obligation, the Participant will forfeit the Restricted Shares.

      4.    Restrictions  on  Transfer  of  Restricted  Shares.  Except  for the
transfer of any Restricted  Shares by bequest or inheritance,  the Participant's
right  to any  unvested  Restricted  Shares  may not be  assigned,  transferred,
pledged or sold.  Any such  disposition  not made in accordance  with this Award
shall be deemed null and void. Any permitted transferee under this Section shall
be bound by the terms of this Award.

      5.    Additional Restrictions on Transfer.

            (a)   Certificates evidencing the Restricted Shares shall have noted
      conspicuously  on the  certificate  a  legend  required  under  applicable
      securities  laws or otherwise  determined by the Company to be appropriate
      and reflective of the restrictions and other applicable  rights hereunder,
      such as:

                             TRANSFER IS RESTRICTED

            THE  SECURITIES   EVIDENCED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO
            RESTRICTIONS ON TRANSFER AND FORFEITURE  PROVISIONS WHICH ALSO APPLY
            TO THE  TRANSFEREE AS SET FORTH IN A RESTRICTED  STOCK AWARD,  DATED
            ___________, 200__, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY.


                                       3
<PAGE>


            (b)   No holder of Vested Shares may sell, transfer,  assign, pledge
      or otherwise dispose of (whether with or without consideration and whether
      voluntarily  or  involuntarily  or by operation of law) any interest in or
      any beneficial  interest in any Vested  Shares,  except (i) pursuant to an
      effective   registration  statement  under  the  Securities  Act  of  1933
      ("Securities Act"), or (ii) in a transaction that fully complies with Rule
      144  thereunder,  without  first  delivering  to the Company an opinion of
      counsel (reasonably  acceptable in form and substance to the Company) that
      neither  registration  nor  qualification  under  the  Securities  Act and
      applicable  state  securities  laws is  required in  connection  with such
      transfer.

      6.    Change in Control.

            (a)   Notwithstanding  any other provisions to the contrary,  in the
      event of a Change in  Control  following  the Grant  Date but prior to the
      Participant's   termination   of  employment   with  the  Company  or  its
      Affiliates, any Restricted Shares which are not Vested Shares shall become
      immediately vested and payable upon the effective date of such event.

            (b)   For purposes of this Award, "Change in Control" means:

                  (1)   The  acquisition  by any  individual,  entity  or  group
      (within  the meaning of Section  13(d)(3)  or  14(d)(2) of the  Securities
      Exchange  Act of 1934,  as amended (the  "Exchange  Act")) (a "Person") of
      beneficial  ownership  (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 30% or more of either (A) the then-outstanding shares
      of common stock of the Company (the "Outstanding Company Common Stock") or
      (B) the combined voting power of the then-outstanding voting securities of
      the Company  entitled to vote  generally in the election of directors (the
      "Outstanding Company Voting  Securities");  provided,  however,  that, for
      purposes of this Subsection (b)(1),  the following  acquisitions shall not
      constitute  a Change of Control:  (i) any  acquisition  directly  from the
      Company, (ii) any acquisition by the Company, (iii) any acquisition by any
      employee  benefit plan (or related  trust)  sponsored or maintained by the
      Company  or any  majority-owned  subsidiary  of the  Company,  or (iv) any
      acquisition  by any  corporation  pursuant to a transaction  that complies
      with Subsection (b)(3) below.

                  (2)   Individuals  who, as of the date hereof,  constitute the
      Board of Directors  (the  "Incumbent  Board")  cease,  for any reason,  to
      constitute  at  least a  majority  of the  Board of  Directors;  provided,
      however, that any individual becoming a director subsequent to the date of
      the Award whose  election,  or  nomination  for election by the  Company's
      stockholders,  was  approved  by a  vote  of at  least  two-thirds  of the
      directors  then  comprising  the  Incumbent  Board shall be  considered as
      though  such  individual  were  a  member  of  the  Incumbent  Board,  but
      excluding,  for this purpose, any such individual whose initial assumption
      of office occurs as a result of an actual or threatened  election  contest
      with  respect to the  election or removal of  directors or other actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other than the Board of Directors.


                                       4
<PAGE>


                  (3)   Consummation  of  a  reorganization,  merger,  statutory
      share exchange or consolidation or similar corporate transaction involving
      the Company or any of its subsidiaries, a sale or other disposition of all
      or substantially  all of the assets of the Company,  or the acquisition of
      assets  or  stock  of  another  entity  by  the  Company  or  any  of  its
      subsidiaries  (each,  a  "Business  Combination"),  in each  case  unless,
      following such Business  Combination,  (A) all or substantially all of the
      individuals   and  entities  that  were  the  beneficial   owners  of  the
      Outstanding  Company  Common  Stock  and the  Outstanding  Company  Voting
      Securities  immediately  prior to such Business  Combination  beneficially
      own, directly or indirectly,  more than 50% of the then-outstanding shares
      of common  stock and the  combined  voting  power of the  then-outstanding
      voting securities entitled to vote generally in the election of directors,
      as the  case may be,  of the  corporation  resulting  from  such  Business
      Combination  (including,  without  limitation,  a  corporation  that, as a
      result of such  transaction,  owns the Company or all or substantially all
      of  the  Company's   assets  either   directly  or  through  one  or  more
      subsidiaries)  in  substantially  the same  proportions as their ownership
      immediately prior to such Business  Combination of the Outstanding Company
      Common Stock and the Outstanding  Company Voting  Securities,  as the case
      may be,  (B) no Person  (excluding  any  corporation  resulting  from such
      Business  Combination  or any employee  benefit plan (or related trust) of
      the Company or such corporation  resulting from such Business Combination)
      beneficially owns, directly or indirectly,  30% or more of,  respectively,
      the then-outstanding  shares of common stock of the corporation  resulting
      from  such  Business  Combination  or the  combined  voting  power  of the
      then-outstanding  voting  securities  of such  corporation,  except to the
      extent that such ownership existed prior to the Business Combination,  and
      (C) at least a majority  of the members of the board of  directors  of the
      corporation  resulting from such Business  Combination were members of the
      Incumbent  Board at the time of the execution of the initial  agreement or
      of the  action  of the  Board of  Directors  providing  for such  Business
      Combination; or

                  (4)   Approval  by  the  stockholders  of  the  Company  of  a
      complete liquidation or dissolution of the Company.

      7.    Forfeiture. Except as otherwise provided under the terms of the Plan
or this Award, at the time of the  Participant's  termination of employment with
or service for the Company and its  Affiliates  for any reason,  any  Restricted
Shares  which  are not  Vested  Shares  shall be  forfeited  by the  Participant
immediately upon such termination of employment or service.

      8.    Change in Capitalization.

            (a)   The   number   and  kind  of   Restricted   Shares   shall  be
      proportionately  adjusted  for any  increase  or decrease in the number of
      issued shares of Common Stock resulting from a spin-off,  a subdivision or
      combination  of shares,  or the  payment of a stock  dividend in shares of
      Common Stock to holders of outstanding shares of Common Stock or any other
      increase or decrease in the number of shares of Common  Stock


                                       5
<PAGE>

      outstanding is effected  without receipt of  consideration by the Company.
      No fractional shares shall be issued in making such adjustment.

            (b)   In  the  event  of  a  merger,  consolidation,   extraordinary
      dividend,  sale of  substantially  all of the  Company's  assets  or other
      material change in the capital structure of the Company, or a tender offer
      for shares of Common Stock,  or a Change in Control,  the Committee  shall
      take such action to make such  adjustments  with respect to the Restricted
      Shares as are  appropriate to convert the Restricted  Shares into the same
      consideration  per share of Common  Stock that applies to the Common Stock
      holders of the  Company,  including,  without  limitation,  adjusting  the
      number and class of securities subject to the Award, or substituting cash,
      other  securities,  or other property to replace the Award;  provided that
      such consideration  shall continue to be subject to the provisions of this
      Award.

            (c)   All  determinations  and  adjustments  made  by the  Committee
      pursuant to this Section will be final and binding on the Participant. Any
      action  taken by the  Committee  need not treat all  recipients  of awards
      under the Plan equally.

            (d)   The  existence  of the Plan and the Award shall not affect the
      right  or  power  of the  Company  to make or  authorize  any  adjustment,
      reclassification,  reorganization  or  other  change  in  its  capital  or
      business structure,  any merger or consolidation of the Company, any issue
      of debt or equity  securities  having  preferences or priorities as to the
      Common Stock or the rights thereof,  the dissolution or liquidation of the
      Company, any sale or transfer of all or part of its business or assets, or
      any other corporate act or proceeding.

      9.    Governing  Laws.  This Award shall be  construed,  administered  and
enforced according to the laws of the State of Delaware;  provided,  however, no
Restricted  Shares shall be issued  except,  in the  reasonable  judgment of the
Committee,  in compliance with exemptions under applicable state securities laws
of  the  state  in  which  Participant  resides,  and/or  any  other  applicable
securities laws.

      10.   Successors.  This  Award  shall be  binding  upon  and  inure to the
benefit of the heirs, legal representatives,  successors,  and permitted assigns
of the parties.

      11.   Notice.  Except as otherwise specified herein, all notices and other
communications  under this Award shall be in writing and shall be deemed to have
been given if personally  delivered or if sent by registered or certified United
States  mail,  return  receipt  requested,  postage  prepaid,  addressed  to the
proposed  recipient at the last known  address of the  recipient.  Any party may
designate  any other  address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.

      12.   Severability. In the event that any one or more of the provisions or
portion  thereof  contained  in this  Award  shall for any  reason be held to be
invalid, illegal, or unenforceable in any respect, the same shall not invalidate
or otherwise  affect any other provisions of this Award, and this Award shall be
construed  as if the  invalid,  illegal or  unenforceable  provision  or portion
thereof had never been contained herein.


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<PAGE>


      13.   Entire  Agreement.  Subject to the terms and conditions of the Plan,
this Award expresses the entire  understanding and agreement of the parties with
respect to the subject matter.

      14.   Headings and Capitalized  Terms.  Paragraph headings used herein are
for convenience of reference only and shall not be considered in construing this
Award. Capitalized terms used, but not defined, in this Award shall be given the
meaning ascribed to them in the Plan.

      15.   Specific  Performance.  In the  event of any  actual  or  threatened
default in, or breach of, any of the terms,  conditions  and  provisions of this
Award,  the party or parties who are thereby  aggrieved  shall have the right to
specific  performance and injunction in addition to any and all other rights and
remedies  at law or in  equity,  and all  such  rights  and  remedies  shall  be
cumulative.

      16.   No Right to Continued  Retention.  Neither the  establishment of the
Plan nor the award of Restricted  Shares  hereunder shall be construed as giving
Participant the right to continued employment or service with the Company or any
Affiliate.

      17.   Acknowledgement.  Participant  acknowledges  that:  (a)  neither the

Company  nor any of the  Company's  affiliates,  officers,  members,  employees,
agents or representatives (each a "Related Person") has provided or is providing
the  undersigned  with tax advice  regarding  the receipt and  ownership  of the
Restricted  Shares  or any  other  matter,  and  the  Company  has  advised  the
Participant  to  consult  with his or her own tax  advisor  with  respect to the
income tax  consequences  of receiving,  holding and disposing of the Restricted
Shares (including whether to make an election under Code Section 83(b)); and (b)
neither the Company nor any Related  Person has advised the  Participant to rely
on any determination by it or its  representatives as to the current fair market
value of the Restricted  Shares and will have no liability to the Participant if
the actual fair market value of the  Restricted  Shares  exceeds the amount that
the Company intends to use for tax reporting purposes.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       7
<PAGE>


                                   SCHEDULE 1

                             C&D TECHNOLOGIES, INC.
                             RESTRICTED STOCK AWARD

                                Vesting Schedule

I.    The Restricted Shares shall become vested in accordance with the following
      Vesting Schedule:

                                     Percentage of Restricted Shares
            Vesting Date                  Vesting on Vesting Date
            ------------                  -----------------------
           March 12, 2008                         25%
           March 12, 2009                         25%
           March 12 ,2010                         25%
           March 12, 2011                         25%


II.   The Participant shall become vested in the stated percentage of Restricted
      Shares on the specified date, as indicated by the above Vesting  Schedule;
      provided, however, that the Participant remains in continuous service with
      the Company or any Affiliate of the Company  measured from the Grant Date.
      Except as  provided  in  Section  III below,  if and when the  Participant
      experiences  a  termination  of  employment   with  the  Company  and  its
      Affiliates for any reason whatsoever,  any Restricted Shares which are not
      Vested Shares will be immediately forfeited.

III.  Notwithstanding  the provisions of Sections I or II above, in the event of
      the occurrence of any Change in Control following the Grant Date but prior
      to the  Participant's  termination of employment  with the Company and its
      Affiliates,   any  previously  unvested  Restricted  Shares  shall  become
      immediately  vested upon the  effective  date of such event in  accordance
      with Section 6 of the Award.

IV.   The  Vested  Shares  shall  be  issued  to  the  Participant  as  soon  as
      practicable  after vesting,  but in any event, no later than the date that
      is two and one-half months from the end of (i) Participant's tax year that
      includes the Vesting  Date,  or (ii) the  Company's tax year that includes
      the Vesting  Date,  whichever  occurs later,  in accordance  with Proposed
      Treas.  Reg.  1.409A-1(b)(4)(i)  (or any  successor  guidance);  provided,
      however,  that if, due to  unforeseeable  events,  it is  administratively
      impracticable  to issue the Vested Shares within the time period  provided
      in this Section IV or issuing the shares  within the time period  provided
      in this  Section IV would  jeopardize  the  solvency of the Company in any
      way,  the  shares  shall be issued as soon as  reasonably  practicable  in
      accordance with Proposed Treas. Reg.  1.409A-1(b)(4)(ii) (or any successor
      guidance).


                                   Schedule 1
<PAGE>



</TEXT>
</DOCUMENT>
