C&D TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>kielyagreement.txt
<TEXT>


June 5, 2006



Leonard Kiely
Tykellen House
Mountshannon Road Castleconnell
Co. Limerick
Ireland

Dear Leonard:

     C&D Technologies,  Inc., a Delaware corporation (the "Company"),  wishes to
employ you in an executive  capacity and the Company  desires to encourage  such
employment  by  providing  certain  protections  for you by  entering  into this
Agreement  with you, in return for which you agree to be employed by the Company
on the terms set forth herein, to refrain from certain competitive  activity and
to  provide  the  Company  with  certain  assurances  upon  your  departure.  In
consideration of same, the Company agrees to employ you, and you agree to accept
such employment, under the following terms and conditions:

     1. Term of Employment.  Your employment under this Agreement shall continue
in effect  until  either  party  shall give to the other party at least 30 days'
prior  written  notice  (or such  other  notice  period  as may be  specifically
provided  for in  this  Agreement)  of the  termination  of  this  Agreement  (a
"Termination  Notice"),  or until it is terminated in accordance with Section 8.
If a Termination Notice is given by either party the Company shall,  without any
liability to you, have the right,  exercisable  at any time after such notice is
sent to elect any other  person to the  office or  offices in which you are then
serving and to remove you from such office or offices.  The period  during which
you are employed under this Agreement is hereafter referred to as the "Term."

     2. Compensation and Benefits.

     (a) During the Term,  you shall  receive a salary for  performance  of your
obligations  under this  Agreement  at an  initial  rate of  $290,000  per year,
payable in such manner as is consistent with the Company's payroll practices for
executives  and subject to increase  (but not decrease  unless such  decrease is
applied at the same time to all  executive  officers of the Company and does not
exceed  10% of  such  Base  Salary)  by  the  Board  of  Directors  in its  sole
discretion. Such salary, as it may be adjusted from time to time, is hereinafter
referred to as the "Base Salary."

     (b) During  the Term,  you shall have the  benefit  of and be  entitled  to
participate  in such  employee  benefit  plans  and  programs,  including  life,
disability and medical insurance,  savings,  retirement and other similar plans,
as the Company now has or  hereafter  may  establish  from time to time,  and in
which  you are  entitled  to  participate  pursuant  to the terms  thereof.  The
foregoing,  however,  shall not be construed to require the Company to establish
any such plans or to prevent the Company from modifying or terminating  any such
plans, and no such action or failure thereof shall affect this Agreement.

     (c)  During  the Term,  you shall be  entitled  (i) to  participate  in the
Company's Management  Incentive  Compensation Plan or any successor thereto each
year in  accordance  with  criteria  and for  amounts  approved  by the Board of
Directors, except as may otherwise be delegated to the Compensation Committee or
other relevant committee, and (ii) to be granted options to acquire stock of the
Company  or  other  equity  awards,  to the  extent  (if  any)  approved  by the
Compensation  Committee or the relevant  committee,  under the  Company's  stock
option or equity  incentive  plans in effect from time to time (all such options
and equity awards,  "Awards").  Without limiting the foregoing, you shall have a
minimum targeted bonus for each fiscal year of 35% of your Base Salary (with the
actual  payment of any bonus being  dependent  on your  achievement  of targeted
objectives except as otherwise set forth in this Agreement).  Each of the actual
annual  bonuses paid to you each year is  hereinafter  referred to as an "Annual
Bonus."

     (d) You shall be entitled to payments  and  benefits in  connection  with a
Change of Control  Termination  (as  defined in Exhibit A hereto) and to certain
additional  payments if you are  subjected  to the federal  excise tax on excess
parachute payments, as more fully set forth in Exhibit A.

     (e) You shall be  entitled  to five weeks of vacation  each  calendar  year
during the Term.

     (f) The Company  will  provide you at its expense  with an annual  physical
examination each year during the Term.

     3. Duties.

     (a) During the Term,  you shall serve and the Company  shall  employ you as
the Vice President and General Manager,  Power Systems Division, of the Company,
with such executive duties and  responsibilities  consistent with such positions
and stature as the Chief Executive  Officer of the Company may from time to time
determine.  Your  duties  may be  changed  at any  time  and  from  time to time
hereafter, upon mutual agreement, consistent with the office or offices in which
you serve as deemed necessary by the Chief Executive Officer of the Company. You
shall  report to, and act under the general  direction  of, the Chief  Executive
Officer  of the  Company.  You  shall  use your  best  efforts  to carry out the
instructions  of the Chief Executive  Officer of the Company.  You also agree to
perform such other services and duties  consistent with the office or offices in
which you are serving from time to time and those  responsibilities  as may from
time to time be prescribed by the Board of Directors. You also agree to serve as
an officer  and/or  director of the Company  and/or any of the  Company's  other
direct  or  indirect   subsidiaries,   in  all  cases  in  conformity  with  the
organizational documents and the policies of the Board of Directors of each such
subsidiary, without additional compensation. You will review and agree to comply
with the  Company's  then-current  Code of  Business  Conduct to the same extent
required  for other  United  States-based  employees  of the  Company.  You will
perform all of your responsibilities in compliance with all applicable laws.

     (b)  During  the Term,  you shall  devote  your  entire  business  time and
energies during normal business hours to the business and affairs of the Company
and  its  subsidiaries.  Nothing  in  this  Section  3  shall  be  construed  as
prohibiting  you from investing your personal assets in businesses in which your
participation  is solely  that of a passive  investor  in such form or manner as
will not violate  Section 5 hereof or require  any  services on your part in the
operation  or  affairs  of  those  businesses.   You  may  also  participate  in
philanthropic  or civic  activities as long as they do not materially  interfere
with  your  performance  of your  duties  hereunder.  Service  on any  board  of
directors other than those of the Company and its subsidiaries must be approved,
in advance, by the Board of Directors of the Company.

     (c) During the Term, you shall be subject to the Company's rules, practices
and policies applicable to the Company's senior executive employees.

     4. Expenses.  The Company shall  reimburse you for all reasonable  expenses
incurred  by you  during  the  Term in  connection  with  your  employment  upon
presentation  of  appropriate  documentation  therefor  in  accordance  with the
Company's  expense  reimbursement  practices.  In the event  during the Term the
Company's principal executive offices are relocated to a location that increases
your commute to work by more than 35 miles,  the Company  shall  reimburse  your
moving  expenses   (including   reasonable  costs  relating  to  interim  living
accommodations).

     5. Restrictive Covenants.

     (a) During the Term, and for the applicable  Restricted  Period (as defined
below)  thereafter,  you shall not,  without the written consent of the Board of
Directors,  directly or indirectly,  become associated with, render services to,
invest in, represent,  advise or otherwise participate as an officer,  employee,
director, stockholder, partner or agent of, or as a consultant for, any business
anywhere in the world that is competitive with the business in which the Company
is  engaged or in which the  Company  has taken  affirmative  steps to engage (a
"Competitive  Business") as of the time your employment with the Company ceases;
provided,  however,  that (i) nothing herein shall prevent you from investing in
up to 5% of the  securities  of any  company  listed  on a  national  securities
exchange or quoted on the NASDAQ quotation  system,  as long as your involvement
with any such company is solely that of a  stockholder,  and (ii) nothing herein
is  intended  to prevent  you from being  employed  by, or  otherwise  rendering
services  to, any  business  other than a  Competitive  Business  following  the
termination of your employment with the Company.  The Restricted Period shall be
the  one-year  period  following  the  date  your  employment  terminates.   You
acknowledge that the provisions of this Section 5 are reasonable in light of the
Company's worldwide business operations and the position in which you will serve
at the Company  and that the  provisions  will not  prevent  you from  obtaining
employment after the termination of this Agreement.

     (b) The parties hereto intend that the covenant contained in this Section 5
shall  be  deemed  a  series  of  separate   covenants   for  each   appropriate
jurisdiction.  If, in any judicial  proceeding,  a court shall refuse to enforce
all of the separate covenants deemed included in this Section 5 on grounds that,
taken together,  they cover too extensive a geographic  area, the parties intend
that those covenants (taken in order of the least populous jurisdictions) which,
if eliminated,  would permit the remaining  separate covenants to be enforced in
that proceeding, shall, for the purpose of such proceeding, be deemed eliminated
from the provisions of this Section 5.

     6. Confidentiality, Noninterference and Proprietary Information.

     (a) In the course of your employment by the Company hereunder you will have
access to  Confidential or Proprietary  Data or Information of the Company.  You
shall not at any time divulge or communicate to any person, nor shall you direct
any Company  employee to divulge or  communicate  to any person (other than to a
person bound by  confidentiality  obligations  similar to those contained herein
and other than as necessary in performing  your duties  hereunder) or use to the
detriment  of the  Company or for the benefit of any other  person,  any of such
Confidential or Proprietary  Data or Information,  except to the extent the same
(i) becomes publicly known other than through a breach of this Agreement by you,
(ii) was known to you prior to the disclosure thereof by the Company to you from
a source that was entitled to disclose it, or (iii) is subsequently disclosed to
you by a third  party who shall not have  received  it under any  obligation  of
confidentiality  to the  Company.  For  purposes  of this  Agreement,  the  term
"Confidential or Proprietary Data or Information" shall mean data or information
not  generally  available  to  the  public,   including  personnel  information,
financial  information,  customer  lists,  supplier  lists,  product and tooling
specifications,  trade secrets,  information  concerning product composition and
formulas,  tools and dies,  drawings and  schematics,  manufacturing  processes,
information regarding operations,  systems and services,  know-how, computer and
any other  electronic,  processed  or  collated  data,  computer  programs,  and
pricing, marketing, sales and advertising data.

     (b) You shall not, during the Term and for the applicable Restricted Period
after the termination of your employment with the Company,  for your own account
or for the account of any other person, (i) solicit or divert to any Competitive
Business any  individual  or entity who is then a customer of the Company or any
subsidiary  or  affiliate of the Company or who was a customer of the Company or
any  subsidiary or affiliate  during the  preceding  twelve-month  period,  (ii)
employ, retain as a consultant,  attempt to employ or retain as a consultant, or
solicit or assist any  Competitive  Business  in  employing  or  retaining  as a
consultant  any  individual  who is  then  an  employee  of the  Company  or any
subsidiary or affiliate or who was employed by the Company or any  subsidiary or
affiliate during the preceding twelve-month period, or (iii) otherwise interfere
in  any  material  respect  with  the  Company's  relationship  with  any of its
suppliers,  customers,  employees or consultants;  provided,  however,  that you
shall not be prohibited from contacting suppliers or customers after termination
of  your   employment   with  regard  to  matters   that  do  not  violate  your
non-competition  or confidentiality  obligations  contained in Sections 5(a) and
6(a) or interfere in any material respect with the Company's  relationship  with
such parties.

     (c) You shall at all times promptly  disclose to the Company,  in such form
and manner as the Company reasonably may require,  any inventions,  improvements
or procedural or methodological innovations,  programs, methods, forms, systems,
services,  designs,  marketing  ideas,  products  or  processes  (whether or not
capable of being trademarked, copyrighted or patented) conceived or developed or
created by you during and in connection with your employment hereunder and which
relate  to the  business  of the  Company  ("Intellectual  Property").  All such
Intellectual  Property  shall be the sole  property  of the  Company.  You shall
execute such instruments and perform such acts as reasonably may be requested by
the Company to  transfer  to and perfect in the Company all legally  protectable
rights in such Intellectual Property. If the Company is unable for any reason to
secure your signature on such instruments,  you hereby  irrevocably  appoint the
Company  and its  officers  and agents as your agents and  attorneys-in-fact  to
execute  such  instruments  and to do such  things with the same legal force and
effect as if executed or done by you.

     (d) All  written,  electronic  and other  tangible  materials,  records and
documents  made by you or coming into your  possession  during  your  employment
concerning any products, processes or equipment,  manufactured, used, developed,
investigated  or considered by the Company or otherwise  concerning the business
or affairs of the Company,  shall be the sole property of the Company,  and upon
termination of your  employment,  or upon the request of the Company during your
employment,  you  shall  deliver  the same to the  Company.  In  addition,  upon
termination  of your  employment,  or upon  request of the  Company  during your
employment,  you shall deliver to the Company all other Company property in your
possession or under your control,  including Confidential or Proprietary Data or
Information and all Company credit cards and computer and telephone equipment.

     7. Equitable Relief.  With respect to the covenants contained in Sections 5
and 6 of this Agreement,  you acknowledge  that any remedy at law for any breach
of said  covenants  may be inadequate  and that the Company,  in addition to its
rights at law,  shall be entitled to specific  performance  or any other mode of
injunctive or other equitable relief to enforce its rights hereunder.

     8.  Termination of Term. The Term shall  terminate upon the following terms
and conditions:

     (a) The Term shall automatically terminate upon your death.

     (b) The Term may be  terminated  by the Company upon your  Disability.  For
purposes  of this  Agreement,  "Disability"  shall mean your  inability,  due to
reasons of  physical  or mental  health,  to  discharge  properly a  substantial
portion of your duties  hereunder for any 180 days (whether or not  consecutive)
during any period of 365  consecutive  days,  as  determined in the opinion of a
physician reasonably satisfactory to both you and the Company. If the parties do
not agree on a mutually  satisfactory  physician  within ten days after  written
demand by one or the other,  a physician  shall be selected by the  president of
the Pennsylvania  Medical  Association,  and the physician shall, within 30 days
thereafter, make a determination as to whether Disability exists and certify the
same in writing. The services of the physician shall be paid for by the Company.
You shall fully  cooperate with the examining  physician,  including  submitting
yourself to such  examinations  as may be  requested  by the  physician  for the
purpose of determining whether you are disabled.

     (c) The Term shall  terminate  immediately if the Company  terminates  your
employment for Cause. For purposes of this Agreement, "Cause" shall exist upon a
finding by the Board of Directors of any of the following: (i) an act or acts of
willful material  misrepresentation,  fraud or dishonesty by you that results in
the personal enrichment of you or another person or entity at the expense of the
Company;  (ii) your  admission,  confession  or  conviction of any felony or any
other crime or offense  involving misuse or  misappropriation  of money or other
property;  (iii) any act involving  gross moral  turpitude by you that adversely
affects the Company;  (iv) your  continued  material  breach of any  obligations
under this  Agreement 30 days after the Company has given you notice  thereof in
reasonable  detail, if such breach has not been cured by you during such period;
or (v) your willful  misconduct with respect to your duties or gross misfeasance
of office.

     For purposes of this Section  8(c),  no act or failure to act, on your part
shall be considered  "willful"  unless it is done, or omitted to be done, by you
in bad faith or without  reasonable  belief that your action or omission  was in
the best  interests  of the  Company.  Any act,  or failure  to act,  based upon
authority  given pursuant to a resolution duly adopted by the Board of Directors
or based  upon the  advice of  counsel  for the  Company  shall be  conclusively
presumed to be done, or omitted to be done, by you in good faith and in the best
interests of the Company.  Your termination of employment shall not be deemed to
be for Cause  unless  prior to such  termination  you have  received a copy of a
resolution duly adopted by the  affirmative  vote of not less than a majority of
the  disinterested  membership  of the Board of  Directors  at a meeting of such
Board of Directors called and held for such purpose (after  reasonable notice is
provided to you and you are given an  opportunity  to be heard before such Board
of  Directors),  finding  that,  in the  good  faith  opinion  of the  Board  of
Directors,  you are guilty of the conduct  described in clause (i), (ii), (iii),
(iv) or (v) above.

     (d) The Term shall  terminate if your  employment is terminated in a Change
of Control Termination (as defined in Exhibit A).

     (e) The Term shall  terminate  upon the  expiration  of the thirty (30) day
period after delivery of a Termination  Notice if your  employment is terminated
by the Company without Cause or by you.

     9. Compensation Upon Termination of Term.

     (a) For Any Reason.  Upon  termination of the Term: (i) you or your estate,
as  applicable,  shall be paid within  fifteen  business days after your date of
termination  (A) your  Base  Salary  through  the date of  termination,  (B) any
then-unpaid  Annual  Bonus or  other  incentive  compensation  that you may have
earned pursuant to the terms of any applicable  incentive  compensation or bonus
plan of the Company with respect to any fiscal year or other performance  period
completed  prior to your date of termination,  and (C) any  then-unused  accrued
vacation pay; (ii) you, your  beneficiaries  and/or your estate,  as applicable,
shall be entitled to any payments and benefits  under the benefits and incentive
plans and perquisite  programs of the Company, in accordance with the respective
terms of those plans and perquisite programs (including without limitation,  any
conversion option available to you under the Company's life insurance  plan(s));
and  (iii) you or your  estate,  as  applicable,  shall be  reimbursed  for your
business  expenses  incurred prior to  termination in accordance  with Section 4
above.

     (b)  Change of Control  Termination.  Upon the  termination  of the Term by
reason of a Change of Control  Termination,  you shall  receive the payments and
benefits set forth in Exhibit A.

     (c)  Other  Involuntary  Terminations  or  Breach  Termination.   Upon  the
termination  of  the  Term  that  is  not  by  reason  of a  Change  of  Control
Termination,  but results from either a termination by the Company without Cause
other than as a result of your death or Disability,  or termination by you which
is a  Breach  Termination,  you  shall  also  receive  the  following  payments;
provided,  however,  that any  payment  made  under this  Section  9(c) shall be
reduced  by any amount  paid or payable to you with  respect to the same type of
payment under any other plan  maintained by the Company to avoid  duplication of
payments:

                    (i) The Company  shall pay you an amount  equal to your Base
               Salary at the rate in effect on the date of termination.  Payment
               of such  amount  will  commence  in the  form of  normal  payroll
               installments  through  the  period  ending  as of the  end of the
               second  month  following  the later of (A) the  calendar  year in
               which your  termination  of employment  occurs or (B) the taxable
               year of the  Company  in which  your  termination  of  employment
               occurs.  The balance of such  payments  shall be made in a single
               lump sum  payable  within  the  fifteen  day  period  immediately
               following the end of the month in which installment  payments are
               to cease.

                    (ii) If you  terminate  employment  on or after May 1st of a
               fiscal  year,  you shall be entitled to an Annual  Bonus for that
               fiscal  year,   based  on  the  actual  bonus  earned  under  the
               applicable  bonus plan for the fiscal year,  pro-rated to reflect
               the number of  business  days during the fiscal year in which you
               were employed by the Company.  This bonus shall be paid only when
               and if bonuses are paid to other senior executives of the Company
               for such year,  but,  if any such bonus is  payable,  it shall be
               paid no later than the 15th day of the third month  following the
               later of (A) the  calendar  year in  which  your  termination  of
               employment occurs or (B) the taxable year of the Company in which
               your termination of employment occurs.

     As  used  in  this  Section  9(c),  a  "Breach  Termination"  shall  mean a
termination  of your  employment by you due to a material  breach by the Company
either prior to a Change of Control or following two years after the  occurrence
of a Change of Control, of the provisions of this Agreement, which breach is not
cured  within  thirty (30) days  following  notice by you to the Company of such
breach which specifies in detail the  circumstances  giving rise to such breach.
In order  for a  termination  by you to be a Breach  Termination,  you must give
notice to the  Company of a  material  breach by the  Company of this  Agreement
within 60 days of the date you learn of the  circumstances  giving  rise to such
material  breach and you must actually  give a Termination  Notice in accordance
with  Section  1 within  the  30-day  period  following  the  expiration  of the
Company's cure period for such breach.

     (d) The payment by the Company of any compensation or Welfare Benefits,  if
any,  pursuant  to  Section  9(c) and  Exhibit  A shall be  conditioned  on your
execution of a Release (a "Release") in a form provided by and acceptable to the
Company. Such Release shall be substantially in the form of Exhibit B hereto but
may be modified by the Company in its sole discretion as it deems appropriate to
reflect  changes  in law  or  circumstances  arising  after  the  date  of  this
Agreement; provided, however, that no such modification shall reduce your rights
or increase  your  obligations  to the Company over those  contemplated  in this
Agreement, including the Exhibits hereto.

     10.  Indemnification.  Prior to a Change  of  Control,  the  Company  shall
indemnify you for your acts as an officer and director in the manner provided in
the  by-laws  of the  Company,  as in effect  from time to time.  On and after a
Change of Control,  the Company shall  indemnify you for your acts as an officer
and  director  of the  Company  in a  manner  no less  favorable  to you than as
provided in the current by-laws of the Company.

     11.  Representations.  You hereby  represent  and warrant  that you are not
subject  to  any  employment   agreement,   non-competition  or  confidentiality
agreement or other  commitment  that either  would be violated by your  entering
into or performing your obligations  under this Agreement or that would restrict
in any manner or interfere with the performance of your  obligations  under this
Agreement.  You hereby further  represent and warrant that you have not revealed
to the Company or any employee of the Company any  confidential  information  of
any former employer, and you agree that you will not do so in the future.

     12. Entire Agreement; Modification;  Construction. This Agreement, together
with the Exhibits  hereto and those  portions of the offer letter dated April 3,
2006 (the "Offer Letter") not specifically addressed in this Agreement,  and all
other employee benefit plans in which you  participate,  constitute the full and
complete  understanding  of the parties,  and supersede all prior agreements and
understandings,  oral or  written,  between  the  parties,  with  respect to the
subject matter hereof; provided, however, that if the terms of any such employee
benefit plan shall be inconsistent  with the provisions to this  Agreement,  the
terms of the benefit plan shall prevail. The Offer Letter, Exhibit A and Exhibit
B are hereby  incorporated by reference and made a part of this Agreement.  Each
party  to this  Agreement  acknowledges  that no  representations,  inducements,
promises or agreements,  oral or otherwise,  have been made by either party,  or
anyone acting on behalf of either  party,  that are not set forth or referred to
herein. This Agreement may not be modified or amended except by an instrument in
writing signed by the party against which enforcement thereof may be sought.

     13.  Severability.  Any term or provision of this Agreement that is held to
be invalid or unenforceable in any jurisdiction  shall, as to that jurisdiction,
be  ineffective  to the  extent  that  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction.

     14.  Waiver  of  Breach.  The  waiver  by  either  party of a breach of any
provision of this  Agreement,  which waiver must be in writing to be  effective,
shall not operate as or be construed as a waiver of any subsequent breach.

     15. Notices. All notices hereunder shall be in writing and shall be sent by
messenger or by certified or registered mail,  postage  prepaid,  return receipt
requested,  if to you, to your residence set forth above, and if to the Company,
to the Vice  President,  Human  Resources,  at the  Company's  address set forth
above,  or to such other address as either party to this Agreement shall specify
to the other.

     16.  Assignability;  Binding Effect. This Agreement shall not be assignable
by either party, except that it may be assigned by the Company to an acquiror of
all or substantially  all of the assets of the Company or other successor to the
Company,  subject to your rights arising from a Change of Control as provided in
Exhibit A and your other rights hereunder.  This Agreement shall be binding upon
and  inure  to the  benefit  of  you,  your  legal  representatives,  heirs  and
distributees,  and shall be binding upon and inure to the benefit and  detriment
of the Company, its successors and assigns.

     17. No Mitigation  Required.  No Offset.  Following any termination of your
employment hereunder,  you shall have no obligation to seek other employment but
shall not be prohibited  from doing so, and no  compensation  paid to you as the
result of any other  employment  shall reduce any payment or benefit required to
be provided by the Company  hereunder.  Not in  limitation  of any other  rights
which the Company may have,  including without  limitation,  injunctive or other
equitable relief, in the event of a violation by you of any of the covenants set
forth in Section 5, Section 6 or Section 19 hereof, the Company may cease paying
any  compensation  and  benefits,  if any, to you under Section 9 hereof and may
seek recovery of any such amount paid to you during any period in which you were
in  violation  of the  provisions  of  Section 5,  Section 6 or Section  19. The
cessation  and/or  recovery of any of the payments  described in Section 9(c) in
connection  with any such  violation  shall not be deemed  to be  evidence  that
monetary  damages are  sufficient to cure any damage to the Company for any such
violation.

     18. Governing Law. All questions pertaining to the validity,  construction,
execution and  performance of this Agreement  shall be construed and governed in
accordance  with the laws of the  Commonwealth of  Pennsylvania,  without giving
effect to the conflicts or choice of law provisions thereof.

     19. Nondisparagement.  You agree not to publicly or privately disparage the
Company,  its personnel,  products or services  either during your employment by
the Company or during the Restricted Period.

     20.  Survival.  All of the provisions of this Agreement that by their terms
are to be performed or that  otherwise  are to endure after the  termination  of
this Agreement  and/or the termination of your  employment,  including,  without
limitation,  Sections 5, 6, 7, 10, 17 and 19, shall survive the  termination  of
your employment and shall continue in effect for the respective  periods therein
provided or contemplated.

     21.  Headings.  The  headings in this  Agreement  are  intended  solely for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

     22. Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together shall
constitute one and the same instrument.

     23. Dispute  Resolution.  In the event of any claim or controversy  arising
out  of  or  relating  to  this  Agreement  or  the  performance,  construction,
interpretation,  enforcement  or breach hereof  (excluding  injunctive and other
equitable relief regarding a dispute over the covenants contained in Sections 5,
6, and 19 hereof) (a "dispute"), the parties shall settle disputes in accordance
with this Section 23.

     (a) Notice and Selection of Arbitrators. The parties shall first attempt to
settle any  disputes  amicably  between  themselves.  Should they fail to do so,
either party may,  upon written  demand from the claiming  party of the specific
nature of any purported  claims and the amount of damages  attributable  to each
such claim, served upon the other,  submit such dispute to binding  arbitration.
The arbitration  panel shall consist of three  arbitrators,  shall take place in
Philadelphia,  Pennsylvania  and shall proceed in accordance with the employment
dispute resolution rules of the American Arbitration Association ("AAA").

     Within 15 days after the  commencement  of  arbitrations,  each party shall
select one arbitrator  from a list of  arbitrators  provided by the AAA. A third
neutral  arbitrator  shall be  designated  by the  arbitrators  selected  by the
parties within 15 days of their appointment. In the event that any arbitrator is
not appointed within the prescribed time period,  then either party may apply to
the AAA for the  appointment of such  arbitrator.  Prior to the  commencement of
hearings, each of the arbitrators appointed shall provide an oath or undertaking
of impartiality.

     (b) Hearings.  After the arbitrators have been appointed as provided above,
the arbitrators  shall hold such meetings as a party may reasonably  request and
at such meetings hear and consider any evidence that a party desires to present.
Within 60 days after the  appointment of the third  arbitrator,  the arbitrators
shall make their determination.

     (c)  Determinations.  The  determination  of a majority of the  arbitrators
shall be final and  binding on the  parties,  regardless  of whether  one of the
parties fails or refuses to  participate  in the  arbitration.  The  arbitrators
shall have the power and  authority to grant any remedy or relief they deem just
and equitable,  including injunctive relief,  specific  performance  (excluding,
however,  equitable relief  regarding a dispute over the covenants  contained in
Sections  5, 6 and 19  hereof),  and  reasonable  costs  and  expenses  of  such
arbitration and attorneys'  fees.  Absent any specific order of the arbitrators,
the costs and expenses of the arbitration  shall be paid equally by the parties.
The  arbitration  award,  decree  or order  shall  be in  writing  and  shall be
accompanied  by a  reasoned  opinion.  The award may be  entered in any court of
competent  jurisdiction,  and any judgment,  decree or order entered in any such
court and any related  orders may be enforced as any other  judgment,  decree or
order of such court. The arbitration proceedings and all materials,  submissions
and  documents  relating  thereto  shall be  confidential,  and except as may be
required by law neither a party nor an  arbitrator  may disclose the  existence,
contents  or results of any  arbitration  hereunder  without  the consent of all
parties  hereto.  All disputes shall be resolved in accordance  with the laws of
the Commonwealth of Pennsylvania.


<PAGE>



     (d) Qualifications of Arbitrators.  Any arbitrator chosen by or through the
AAA  shall  be  chosen  from a  class  of  disinterested  experts  qualified  by
education,  training  and/or  experience to resolve the  particular  issue(s) in
dispute in an informed and efficient manner.

     (e)  Preservation  of  Remedies.   Notwithstanding  the  preceding  binding
arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that  any  party  may  exercise  before,  during  or after an
arbitration  proceeding is brought.  The parties shall have the right to proceed
in any court of proper jurisdiction or by self-help to exercise or prosecute the
following remedies, as applicable:  obtaining provisional or ancillary remedies,
including injunctive and other equitable relief with regard to disputes over the
covenants contained in Sections 5, 6 and 19 hereof.

     If you are in  agreement  with the  foregoing,  please  sign the  duplicate
original in the space provided below and return it to the Company.



                                     C&D TECHNOLOGIES, INC.


                                     BY: /s/ Jeffery A. Graves
                                     -------------------------------------------
                                     Title:  President & Chief Executive Officer


Agreed as of the date above written:

/s/ Leonard Kiely
------------------------------------
Leonard Kiely

<PAGE>




                                    EXHIBIT A
                    TO EMPLOYMENT AGREEMENT (THE "AGREEMENT")
                         OF LEONARD KIELY ("EXECUTIVE")

(Capitalized terms used herein and not otherwise defined have the meanings given
to them in the Agreement.)

I. Change of Control  Termination.  A "Change of Control  Termination" means the
occurrence  of any of the  following  within 24 months after a Change of Control
(as  defined  below):  (a)  the  Executive's  employment  with  the  Company  is
terminated  by the  Executive  pursuant  to a  Termination  for Good  Reason (as
defined below); or (b) the Executive's employment with the Company is terminated
by the Company for any reason other than death, Disability or for Cause.

II.Certain Other Definitions.

     (a) Change of Control. For purposes of the Agreement, a "Change of Control"
shall mean the first to occur of:

               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 Section II(a)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  Subsections  (A),  (B) and (C) of Section  II(a)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  Agreement  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.

               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.

Notwithstanding  the  foregoing,  no Change of Control of the  Company  shall be
deemed to have occurred for purposes of this  Agreement by reason of any actions
or events in which the Executive  participates  in a capacity  other than in his
capacity as an executive or director of the Company.

     (b)  Termination  for  Good  Reason.  For  purposes  of this  Exhibit  A, a
"Termination for Good Reason" means a termination of the Executive's  employment
by the Executive by written  Termination  Notice given to the Company  within 90
days after the Executive  learns of the  occurrence of the Good Reason event.  A
Termination Notice for a Termination for Good Reason shall indicate the specific
provision in Section II(c) relied upon and shall set forth in reasonable  detail
the facts and circumstances  claimed to provide a basis for Termination for Good
Reason. The failure by the Executive to set forth in such Termination Notice any
facts or circumstances  which contribute to the showing of Good Reason shall not
waive any right of Executive  hereunder or preclude the Executive from asserting
such fact or  circumstance  in enforcing his rights  hereunder.  The Termination
Notice for a Termination for Good Reason shall provide for a date of termination
not less than 10 nor more than 60 days after the date such Termination Notice is
given.

     (c) Good Reason.  For purposes of this Exhibit A, "Good  Reason" shall mean
the occurrence,  without the Executive's  express written consent, of any of the
following circumstances,  unless such circumstances are fully corrected prior to
the date of termination  specified in the  Termination  Notice for a Termination
for Good  Reason as  contemplated  in  Section  II(b)  above:  (i) any  material
diminution of the Executive's  positions with Company or any material  positions
with its  subsidiaries  or  affiliates,  duties  or  responsibilities  hereunder
(except  in each case in  connection  with the  termination  of the  Executive's
employment  for  Cause  or  due to  the  Executive's  Disability  or  death,  or
temporarily  as a  result  of  Executive's  illness  or other  absence),  or the
assignment to the Executive of duties or responsibilities  that are inconsistent
with the  Executive's  position  under the  Agreement at the time of a Change of
Control;  (ii)  removal of the  Executive  from,  or the  failure to reelect the
Executive  to, any office he holds with the Company as of the date of the Change
of Control;  (iii) relocation of the Company's  principal executive offices to a
location that increases the  Executive's  commute to work by more than 35 miles:
(iv)  failure by the  Company,  after the Change of Control,  (A) to continue in
effect,  without amendment adverse to the Executive,  any bonus plan, program or
arrangement in which the Executive is entitled to participate  immediately prior
to the Change of Control  (the  "Bonus  Plans"),  provided  that it shall not be
"Good Reason" if the Company  amends or  terminates  any Bonus Plan but provides
the Executive with  substantially  similar benefits under comparable  substitute
plans ("Substitute Plans"), or (B) to continue the Executive as a participant in
the  Bonus  Plans  and/or  Substitute  Plans  on at least  the same  basis as to
potential amount of the bonus and  substantially  the same level of criteria for
achievability thereof as the Executive  participated in immediately prior to any
change in such  plans or  awards,  in  accordance  with the Bonus  Plans and the
Substitute  Plans;  (v) any  failure to pay the  Executive  his Base Salary in a
timely  manner  or any  reduction  in the  amount  of the Base  Salary  (vi) any
material  breach by the  Company of any  provision  of the  Agreement;  or (vii)
failure of any successor to the Company to promptly  acknowledge  in writing the
obligations of the Company hereunder.

III. Payments and Benefits. If a Change of Control Termination occurs, the
Executive shall be entitled to receive, subject to the execution of the Release,
the payments and benefits set forth below in this Section III in consideration
of the Executive's agreements under the Agreement, including but not limited to
the Executive's agreement not to compete with the Company for a period of one
year after a Change of Control Termination pursuant to Section 5(a) of the
Agreement; provided, however, that any payment made or benefit provided under
this Section III shall be reduced by any amount paid or payable to the Executive
and/or the Executive's family with respect to the same type of payment or
benefit under any other plan maintained by the Company to avoid duplication of
payments or benefits:

     (a) The Company shall pay to the Executive  within  fifteen days  following
the Change of Control Termination,  a lump sum amount equal to (i) two times the
sum of (x)  the  Base  Salary  as in  effect  immediately  before  the  date  of
termination  (disregarding any reduction thereof in violation of Section 2(a) of
the Agreement) and (y) the Annual Bonus Amount.  The "Annual Bonus Amount" shall
mean the greater of (i) the average of the Annual  Bonuses paid to the Executive
with respect to each of the three most  recently  completed  fiscal years of the
Company before the date of  termination  for which a bonus has been paid or (ii)
the Executive's  Targeted Bonus Amount. The Executive's  "Targeted Bonus Amount"
shall mean (x) the higher of 35% and the percentage of the Executive's  targeted
bonus in effect before the date of termination  for purposes of determining  the
Executive's Annual Bonus for the year in which the termination occurs, times (y)
the amount of the Executive's Base Salary as in effect for the year in which the
Executive's  termination occurs (disregarding any reduction thereof in violation
of Section 2(a) of the Agreement).

     (b) The Company shall for two years after the date of the Change of Control
Termination provide the Executive and the Executive's eligible beneficiaries (if
applicable)  with Welfare  Benefits (as defined below) provided to the Executive
prior to the Change of Control Termination,  other than disability insurance and
severance.  Notwithstanding  the  foregoing,  to the extent the Company's  plans
providing  Welfare  Benefits do not permit the  continued  participation  by the
Executive and/or the Executive's  eligible  beneficiaries or such  participation
would have an adverse tax impact on such plans or on the other  participants  in
such plans or is otherwise prohibited by applicable law, the Company may instead
provide materially  equivalent  benefits to the Executive and/or the Executive's
eligible  beneficiaries  outside  such  plans  (which,  in the  case of  medical
insurance  benefits,  may be  provided  by the  Company  paying a portion of the
premium for the continuation of such medical benefits pursuant to the provisions
of the Consolidated  Omnibus Budget  Reconciliation Act ("COBRA") which is equal
to the  portion  of the  premium it then pays for  active  executive  employees'
medical  premiums.  The  Executive's  entitlement to COBRA coverage shall in any
event be measured from the date of termination of  employment.  Furthermore,  if
the Company is unable to continue the Executive's  life insurance  coverage,  it
shall pay the  Executive  an amount  equal to the  premium  paid during the year
prior to  termination  times the number of months for which such benefits  would
have otherwise been continued  hereunder.  The Executive agrees to complete such
forms and take such physical  examinations as may be reasonably requested by the
Company in connection  with such life  insurance  coverage.  "Welfare  Benefits"
means benefits  under all health and medical  (other than executive  physicals),
life and other  welfare  plans  (as  defined  in  Section  3(l) of the  Employee
Retirement Income Security Act of 1974, as amended),  in which the Executive was
participating  immediately  prior  to  the  date  of  termination,   except  for
disability plans and severance plans.

     (c) All  outstanding  Options and  restricted  stock  awards that have been
granted to the  Executive by the Company at any time but have not yet expired or
vested and upon which  vesting  depends  solely upon the  Executive's  remaining
employed by the Company for a specified period of time,  shall  immediately vest
or  become  nonforfeitable,  as the  case may be.  In the  event  the  foregoing
sentence becomes applicable,  the Company agrees to cause the Board of Directors
to take all steps necessary to implement the foregoing sentence.

     (d)  The  Company,  at  its  expense,  shall  provide  the  Executive  with
outplacement  services  at a level  appropriate  for the  most  senior  level of
executive employees through an outplacement firm of the Executive's choice for a
period of up to one year after the date of the Change of Control Termination.

IV.  Certain Additional Payments.

     (a)  Anything  in  the  Agreement  and  this  Exhibit  A  to  the  contrary
notwithstanding  and  except  as set  forth  below,  in the  event  it  shall be
determined  that any  Payment  would be  subject  to the  Excise  Tax,  then the
Executive  shall be entitled to receive an  additional  payment  (the  "Gross-Up
Payment") in an amount such that,  after  payment by the  Executive of all taxes
(and any interest or penalties  imposed with respect to such taxes),  including,
without  limitation,  any income taxes (and any interest and  penalties  imposed
with respect thereto) and Excise Tax imposed upon the Gross-Up Payment and after
the payment of all  additional  taxes and  interest  imposed  under Code Section
409A(a)(1)(B)  on the  Gross-Up  Payment and any  severance  payment made to the
Executive  hereunder,  the Executive  retains an amount of the Gross-Up  Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section IV(a),  if it shall be determined  that the Executive
is  entitled  to the  Gross-Up  Payment,  but  that the  Parachute  Value of all
Payments  does not  exceed  110% of the Safe  Harbor  Amount,  then no  Gross-Up
Payment  shall be made to the  Executive  and the  amounts  payable  under  this
Agreement shall be reduced so that the Parachute  Value of all Payments,  in the
aggregate,  equals the Safe Harbor Amount.  The reduction of the amounts payable
hereunder,  if  applicable,  shall be made by first  reducing the payments under
Section  III(a) of this Exhibit A unless an  alternative  method of reduction is
elected by the Executive,  and in any event shall be made in such a manner as to
maximize the Value of all Payments actually made to the Executive.  For purposes
of reducing the Payments to the Safe Harbor Amount,  only amounts  payable under
this Agreement (and no other Payments) shall be reduced. If the reduction of the
amount  payable  under this  Agreement  would not result in a  reduction  of the
Parachute  Value of all Payments to the Safe Harbor Amount,  no amounts  payable
under the  Agreement  shall be  reduced  pursuant  to this  Section  IV(a).  The
Company's  obligations  under this Section IV shall not be conditioned  upon the
Executive's termination of employment, and they shall survive the termination of
the  Executive's  employment  and the Term with respect to any Payments that are
determined by the Accounting  Firm to be contingent on a "change of control" (as
defined in Section 280G of the Code) of the Company that occurs during the Term.

     (b) Subject to the provisions of Section IV(c), all determinations required
to be made under this Section IV, 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 determination, shall be made by KPMG, or such other
nationally  recognized  certified public accounting firm as may be designated by
the  Executive  (the  "Accounting  Firm").  The  Accounting  Firm shall  provide
detailed supporting calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive  that there has been a
Payment or such earlier  time as is requested by the Company.  In the event that
the  Accounting  Firm is serving as  accountant  or auditor for the  individual,
entity or group  effecting  the Change of  Control,  the  Executive  may appoint
another  nationally  recognized  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.  Any Gross-Up Payment, as determined pursuant to
this  Section  IV,  shall be paid by the  Company to the  Executive  within five
business  days of the  receipt of the  Accounting  Firm's  determination,  which
determination  shall be made no later than the end of the second month following
the later of (1) the calendar year in which the Executive's  employment with the
Company  terminates  and (2)  the  taxable  year of the  Company  in  which  the
Executive's  employment  with the  Company  terminates.  In the event  that such
determination can not be made within such period, payment may be made as soon as
practicable  after such  determination  can be made.  Any  determination  by the
Accounting Firm shall be binding upon the Company and the Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder,  it is possible that
Gross-Up  Payments that will not have been made by the Company  should have been
made (the "Underpayment"),  consistent with the calculations required to be made
hereunder.  In the event the Company  exhausts its remedies  pursuant to Section
IV(c) and the  Executive  thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such  Underpayment  shall be promptly paid by the Company to or
for the benefit of the Executive.

     (c) The  Executive  shall notify the Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company of the Gross-Up  Payment.  Such  notification  shall be given as soon as
practicable, but no later than ten business days after the Executive is informed
in writing of such claim.  The Executive shall apprise the Company of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which the  Executive  gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company  notifies the  Executive in writing prior to
the  expiration  of such period that the Company  desires to contest such claim,
the Executive shall:

                    (1) give the Company any information reasonably requested by
                    the Company relating to such claim,

                    (2) take such  action in  connection  with  contesting  such
                    claim as the  Company  shall  reasonably  request in writing
                    from time to time, including, without limitation,  accepting
                    legal  representation  with  respect  to  such  claim  by an
                    attorney reasonably selected by the Company,

                    (3)  cooperate  with the  Company  in good faith in order to
                    effectively  contest such claim,  and

                    (4) permit the  Company to  participate  in any  proceedings
                    relating to such claim;

provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest,  and shall indemnify and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties)  imposed as a result of such  representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this Section IV(c),
the Company shall control all proceedings taken in connection with such contest,
and,  at its sole  discretion,  may  pursue or forgo any and all  administrative
appeals,  proceedings,  hearings  and  conferences  with the  applicable  taxing
authority  in  respect  of such claim and may,  at its sole  discretion,  either
direct the  Executive to pay the tax claimed and sue for a refund or contest the
claim in any  permissible  manner,  and the Executive  agrees to prosecute  such
contest to a determination  before any  administrative  tribunal,  in a court of
initial  jurisdiction and in one or more appellate  courts, as the Company shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive,  on an  interest-free  basis,  and shall indemnify and
hold the  Executive  harmless,  on an  after-tax  basis,  from any Excise Tax or
income tax  (including  interest  or  penalties)  imposed  with  respect to such
advance or with respect to any imputed  income in connection  with such advance;
and provided, further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive  with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the Company's  control of the contest shall be limited to
issues with respect to which the Gross-Up  Payment  would be payable  hereunder,
and the  Executive  shall be entitled to settle or contest,  as the case may be,
any other  issue  raised by the  Internal  Revenue  Service or any other  taxing
authority.

     (d) If,  after the  receipt by the  Executive  of a Gross-Up  Payment or an
amount advanced by the Company pursuant to Section IV(c), the Executive  becomes
entitled  to  receive  any refund  with  respect to the Excise Tax to which such
Gross-Up  Payment  relates or with respect to such claim,  the  Executive  shall
(subject to the Company's  complying with the  requirements of Section IV(c), if
applicable) promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto). If, after
the receipt by the  Executive of an amount  advanced by the Company  pursuant to
Section IV(c), a determination  is made that the Executive shall not be entitled
to any refund  with  respect to such claim and the  Company  does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of 30 days  after such  determination,  then such  advance  shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid.

     (e)  Notwithstanding  any other  provision  of this Section IV, the Company
may,  in its sole  discretion,  withhold  and pay over to the  Internal  Revenue
Service  or any  other  applicable  taxing  authority,  for the  benefit  of the
Executive,  all or any portion of any Gross-Up Payment, and the Executive hereby
consents to such withholding.

     (f) Definitions.  The following terms shall have the following meanings for
purposes of this Section IV.

               (i)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
               amended, or any successor thereto.

               (ii)  "Excise  Tax" shall mean the excise tax  imposed by Section
               4999 of the Code, together with any interest or penalties imposed
               with respect to such excise tax.

               (iii) "Parachute Value" of a Payment shall mean the present value
               as of the date of the change of control  for  purposes of Section
               280G of the Code of the portion of such Payment that  constitutes
               a "parachute payment" under Section 280G(b)(2),  as determined by
               the Accounting  Firm for purposes of  determining  whether and to
               what extent the Excise Tax will apply to such Payment.

               (iv) A "Payment"  shall mean any payment or  distribution  in the
               nature of compensation  (within the meaning of Section 280G(b)(2)
               of the Code) to or for the benefit of the Executive, whether paid
               or payable pursuant to this Agreement or otherwise.

               (v) The "Safe  Harbor  Amount"  means 2.99 times the  Executive's
               "base  amount,"  within the meaning of Section  280G(b)(3) of the
               Code.

               (vi) "Value" of a Payment  shall mean the economic  present value
               of a Payment as of the date of the change of control for purposes
               of Section 280G of the Code, as determined by the Accounting Firm
               using the discount  rate  required by Section  280G(d)(4)  of the
               Code.

V. Legal  Fees.  If,  following a Change of  Control,  if the  Company  fails to
perform any of its obligations  under this Agreement or the Company or any other
person  asserts  the  invalidity  of any  provision  of this  Agreement  and the
Executive  incurs any costs in  successfully  enforcing or defending  any of the
provisions of this Agreement, including legal fees and expenses and court costs,
the Company shall  reimburse  the Executive for all such costs  incurred by him,
unless the trier of fact in such dispute  determines  that the Executive has not
been at least partially successful in such enforcement or defense.



<PAGE>



                                    EXHIBIT B

                                     RELEASE

     This Release is made this _____ day of _______________, ____ by and between
C&D  Technologies,  Inc.  ("Employer") and Leonard Kiely ("Employee").


                                    Recitals:

     WHEREAS,   the  parties  are  parties  to  an  Employment   Agreement  (the
"Employment  Agreement")  dated June 5, 2006,  pursuant  to which  Employee  was
employed by Employer; and

     WHEREAS,  Employee's  employment and the Term, as defined in the Employment
Agreement, have terminated; and

     WHEREAS,  the  execution  and  delivery  of this  Release by  Employee is a
condition to the Employer's  obligations to pay certain compensation and provide
certain benefits to Employee under the Employment Agreement;

     NOW  THEREFORE,  the parties  hereto,  intending  to be legally  bound,  in
consideration  of the mutual  promises and  undertakings  set forth  herein,  do
hereby agree as follows:

               1. As of _____________________,  ____, Employee's employment with
          Employer  shall  terminate,  and  Employee  shall have no further  job
          responsibilities  to perform for  Employer;  provided,  however,  that
          Employee shall cooperate with Employer in transitioning Employee's job
          responsibilities as Employer shall reasonably  request,  provided that
          Employee shall be entitled to receive reasonable  compensation for any
          services  rendered  prior to such date and shall not be  obligated  to
          take any action that would interfere with any subsequent employment of
          Employee or otherwise result in economic hardship to Employee.

               2.  Employer  shall pay and provide to  Employee  the amounts and
          benefits  contemplated  pursuant to Section __ [and  Exhibit A] of the
          Employment Agreement,  less applicable  deductions;  provided however,
          the first  payment  shall not be due and payable  until ten days after
          the execution by Employee and delivery to Employer of this Release..

               3. For and in  consideration  of the monies and benefits  paid to
          Employee by Employer,  as more fully described in Section 2 above, and
          for other good and valuable  consideration,  Employee  hereby  waives,
          releases and forever discharges Employer,  its assigns,  predecessors,
          successors,  and  affiliated  entities,  and  its  current  or  former
          stockholders,  officers, directors,  administrators,  agents, servants
          and employees,  individually and as  representatives  of the corporate
          entity (hereinafter collectively referred to as "Releasees"), from any
          and all claims,  suits,  debts,  dues,  accounts,  reckonings,  bonds,
          bills,  specialties,  covenants,  contracts,  bonuses,  controversies,
          agreements,  promises,  charges,  complaints,  damages, sums of money,
          interest,  attorney's  fees and costs, or causes of action of any kind
          or nature  whatsoever  whether  in law or equity,  including,  but not
          limited to, all claims arising out of his employment or termination of
          employment with Employer,  such as all claims for wrongful  discharge,
          breach of  contract,  either  express or  implied,  interference  with
          contract,  emotional distress, fraud,  misrepresentation,  defamation,
          claims  arising  under the  Civil  Rights  Acts of 1964 and  1991,  as
          amended,  the Americans With Disabilities Act, the Age  Discrimination
          in Employment Act (ADEA),  the National Labor  Relations Act, the Fair
          Labor  Standards Act, the Employee  Retirement  Income Security Act of
          1974  (ERISA),  as  amended,  the Family and  Medical  Leave Act,  the
          Pennsylvania  Human  Relations  Act, the  Pennsylvania  Wage Payment &
          Collection  Law,  the  Pennsylvania  Minimum  Wage  Act of  1968,  the
          Pennsylvania Equal Pay Law, and any and all other claims arising under
          federal, state or local law, rule, regulation, constitution, ordinance
          or public policy whether known or unknown, arising up to and including
          the date of execution of this  Release;  provided,  however,  that the
          parties  do not  release  each  other  from any claim of breach of the
          terms of this  Release.  This  release  of rights  does not  extend to
          claims  that  may  arise  after  the date of this  Release,  including
          without limitation, for payments or benefits described in Section 2 of
          this  Release,  nor to claims under  employee  benefit  plans that are
          qualified  under Section  401(a) of the Internal  Revenue Code, nor to
          any rights of  indemnification by the Company to which the Employee is
          otherwise  entitled.  Employee  agrees that Employee will not initiate
          any charge or  complaint  or  institute  any claim or lawsuit  against
          Releasees or any of them based on any fact or  circumstance  occurring
          up to and  including  the date of the  execution  by  Employee of this
          Release based upon a claim that is released hereunder.

               4. Employee agrees that the payments made and other consideration
          received  pursuant  to  this  Release  are not to be  construed  as an
          admission  of legal  liability by Releasees or any of them and that no
          person or entity  shall  utilize  this  Release  or the  consideration
          received  pursuant to this  Release as evidence  of any  admission  of
          liability since Releasees expressly deny liability.

               5. Employee affirms that the only  consideration  for the signing
          of this  Release  are the terms  stated  herein and in the  Employment
          Agreement  and that no other promise or agreement of any kind has been
          made to Employee by any person or entity  whatsoever to cause Employee
          to sign this Release.

               6. Employee and Employer affirm that the Employment Agreement and
          this Release set forth the entire  agreement  between the parties with
          respect to the subject matter contained herein and supersede all prior
          or  contemporaneous  agreements or understandings  between the parties
          with respect to the subject matter contained  herein.  Further,  there
          are no representations, arrangements or understandings, either oral or
          written,  between the parties,  which are not fully expressed  herein.
          Finally,  no alteration or other modification of this Release shall be
          effective unless made in writing and signed by both parties.

               7. Employee acknowledges that Employee has been given a period of
          at least 21 days within which to consider this Release.

               8. Following the execution of this Release, Employee has a period
          of seven days from the date of execution to revoke this  Release,  and
          this  Release  shall not become  effective  or  enforceable  until the
          revocation period has expired.

               9. Employee  certifies that Employee has returned to Employer all
          keys,  identification  cards,  credit  cards,  computer and  telephone
          equipment and other  property or information of Employer in Employee's
          possession,  custody,  or control  including,  but not limited to, any
          information  contained in any computer  files  maintained  by Employee
          during Employee's  employment with Employer.  Employee  certifies that
          Employee has not kept the originals or copies of any documents, files,
          or other  property of  Employer  which  Employee  obtained or received
          during Employee's employment with Employer.

               10. Employee  acknowledges  and agrees that the execution of this
          Release does not  supercede any of the  provisions  of the  Employment
          Agreement  which  otherwise  survive  the  termination  of  Employee's
          employment with the Employer, including without limitation, Section 5,
          6, 7 and 19 thereof.

               11.  Employee  acknowledges  that  Employer  advised  Employee to
          consult with an attorney prior to executing this Release.

               12.  Employee  affirms  that  Employee  has  carefully  read this
          Release,  that Employee  fully  understands  the meaning and intent of
          this document,  that Employee has signed this Release  voluntarily and
          knowingly,  and that  Employee  intends  to be  bound by the  promises
          contained in this Release for the aforesaid consideration.

                  IN WITNESS WHEREOF, Employee and the authorized representative
of Employer have executed this Release on the dates indicated below:

                                           C&D TECHNOLOGIES, INC.


Dated:                                     By:
---------------------------------------    -------------------------------------
                                           Title:
                                           -------------------------------------


Dated:
--------------------------------------     -------------------------------------
                                           Leonard Kiely


<PAGE>


                                   ENDORSEMENT

     I, Leonard Kiely,  hereby  acknowledge that I was given 21 days to consider
the  foregoing  Release and  voluntarily  chose to sign the Release prior to the
expiration of the 21-day period.

     I declare under penalty of perjury  under the laws of the  Commonwealth  of
Pennsylvania that the foregoing is true and correct.

EXECUTED    this    ________    day    of    __________________,     ____,    at
____________________________, Pennsylvania.




-----------------------------
Leonard Kiely





</TEXT>
</DOCUMENT>
