C&D TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exbt10-1.txt
<TEXT>
                                                              Exhibit 10.1


                              AGREEMENT AND RELEASE
                              ---------------------

     This is an  Agreement  and Release  ("Agreement")  between  John Rich ("Dr.
Rich") and C&D Technologies, Inc. (referred to herein as "C&D" or "Company").

                                   WITNESSETH

     WHEREAS,  Dr.  Rich is the Vice  President,  General  Manager for the Power
Electronics Division of C&D ;

     WHEREAS,  Dr. Rich and C&D are parties to that certain employment agreement
dated March 31, 2000, as amended April 6, 2000  (collectively,  the  "Employment
Agreement"); and

     WHEREAS,  given current business  conditions and  performance,  C&D and Dr.
Rich have elected to  terminate  the  Employment  Agreement  and the  employment
relationship and to amicably settle and resolve the terms of the separation from
employment of Dr. Rich as an officer of C&D.

     NOW,  THEREFORE,  Dr. Rich and C&D,  intending  to be legally  bound and in
consideration of the mutual promises set forth below, hereby agree as follows.

     1.  Terms of Continuation and Termination of Employment.
         ---------------------------------------------------

     a.  Dr. Rich's employment  by C&D will  terminate on the earlier of (i) the
date  that Dr.  Rich  becomes  self-employed;  (ii) the date on which  Dr.  Rich
commences  employment for any third party;  or (iii) March 4, 2002  (hereinafter
the  "Effective   Date").  C&D  will  characterize  Dr.  Rich's  termination  of
employment with C&D as a voluntary resignation.  Dr. Rich's service on the Board
of  Directors  for Inrad,  Inc.  shall have no effect on Dr.  Rich's  employment
status under this Agreement.

     b.  Dr. Rich will be paid, in accordance with the regular payroll practices
of C&D,  his regular  salary  through the  Effective  Date,  subject to standard
deductions,  including  those which are  consistent  with the  provisions of Dr.
Rich's then applicable Form W-4.

     c. Beginning August 7, 2001 (the "Transition Date") and until the Effective
Date, Dr. Rich's current job title shall be Vice  President,  Special  Projects;
however,  Dr. Rich shall not be required to  regularly  attend  work,  but shall
occasionally  perform such job duties, if any, as may be communicated to him, in
writing, by any of Wade H. Roberts,  Jr., Mark Sappir, or the Board of Directors
of C&D.

     d. Dr. Rich shall refrain from communicating  with any employee,  customer,
supplier  or any  other  party  with  whom  C&D  has a  commercial  relationship
regarding the details of his employment or the anticipated  cessation thereof or
the subject matter of this Agreement  without the prior written  consent of Wade
H. Roberts,  Jr., Mark Sappir, or the C&D Board of Directors,  other than to say
that the  relationship  between  Dr.  Rich  and C&D is  being or was  terminated
amicably.

<PAGE>

     e. Dr.  Rich and C&D hereby  agree to  refrain  from  making any  negative,
disparaging,  defamatory or slanderous comments, references or characterizations
concerning the other party and, in Dr. Rich's case,  concerning  C&D's officers,
directors, employees, agents, products or services, either verbally, in writing,
or in any other manner, to any third party for any purpose whatsoever,  unless a
legal duty to do so is imposed.

     2. Fringe Benefits.
        ---------------

     a. Through the Effective  Date, Dr. Rich may continue to participate in the
Company's  medical,  dental,  and life insurance  programs at the same level and
costs as Dr. Rich  participated  on January 31, 2001.  Thereafter,  Dr. Rich may
continue,  at his  expense,  his  medical and dental  insurance  benefits to the
extent  permitted  by  the  Consolidated   Omnibus  Budget   Reconciliation  Act
("COBRA").

     b. On or about the next pay period  following the Transition Date, Dr. Rich
shall be paid for nineteen (19) vacation days,  subject to standard  deductions,
which Dr. Rich agrees constitute all vacation days for which compensation is due
and owing. No additional vacation time shall accrue or be paid for by C&D.

     c. Through the Effective  Date, Dr. Rich may continue to participate in the
C&D Savings  Plan (also known as the 401(k)  plan) and Pension Plan for salaried
employees in accordance with the terms and provisions of the respective Plans as
they may be amended from time to time. Dr. Rich may also continue to participate
in the Deferred  Compensation Plan in accordance with the terms of the Plan. Dr.
Rich may also continue to participate in the Supplemental  Executive  Retirement
Plan in accordance with the terms of the plan through the Effective Date.

     d. Dr. Rich may exercise options, granted to him under any C&D Stock Option
Plan,  which have vested or which may vest on or prior to the Effective  Date in
accordance with the terms and provisions of the applicable  Plans and consistent
with  the  characterization  of his  termination  of  employment  with  C&D as a
voluntary  resignation on the Effective  Date.  Through the Effective  Date, Dr.
Rich may,  from time to time,  be  considered an "insider" as defined in the C&D
Insider  Trading  Policy,  as it may be  amended  from  time to time;  provided,
however,  that  following  the  Transition  Date he shall not be  considered  an
Executive  Officer  for  Section  16  reporting  purposes  under the  Securities
Exchange  Act  of  1934.  Notwithstanding  the  foregoing,  Dr.  Rich  may  have
continuing reporting  obligations under Section 16 with respect to purchases and
sales  of C&D  stock  that  occur  within  six  months  after  an  opposite  way
transaction  that preceded the date of this Agreement and he remains  subject to
the Company's inside trading policy; accordingly, all purchases and sales of C&D
stock must be  pre-cleared  with either of the Vice  President,  Finance or Vice
President, General Counsel of C&D.

     e. Dr. Rich will be eligible to receive  pro-rata earned  amounts,  if any,
under the Management Incentive Compensation Plan for the period February 1, 2001
through  the  Transition  Date.  Thereafter,  Dr.  Rich  shall  have no  further
eligibility to participate in any C&D management incentive compensation plan.

                                       2
<PAGE>

     f. Dr. Rich shall not be eligible to continue to receive  reimbursement for
executive financial planning assistance  following the Transition Date. Dr. Rich
shall be eligible for reimbursement for executive  financial planning assistance
for fees reasonably incurred before the Transition Date.

     g. All other employee benefits not specifically continued by this Agreement
shall terminate on the Effective Date.

     h. C&D  shall  reimburse  Dr. Rich for  reasonable  legal fees  incurred in
connection  with the review of this  Agreement in an amount not to exceed $1,000
as soon as administratively  practicable  following  submission of documentation
therefor.

     3. Execution of a Release by Dr. Rich.
        ----------------------------------

     In  consideration of the additional  consideration  described in Paragraphs
1(b) and (c) and 2 (a),  (c),  (d) and (e) hereof,  which Dr. Rich  acknowledges
that C&D is not  obligated to pay or  otherwise  provide for, Dr. Rich agrees to
execute the Release  which is attached  hereto as Exhibit A within five (5) days
of the Effective Date.

     4. General Release.
        ---------------

     After having had a reasonable  opportunity  to review this Agreement and an
opportunity  to consult with an advisor or an attorney of his choice,  Dr. Rich,
on his own  behalf,  and on behalf of his heirs,  administrators,  and  assigns,
knowingly and  voluntarily  releases,  remises and forever  discharges  C&D, its
subsidiary and related companies and their predecessors, successors and assigns,
and  each  of  their  respective  officers,  directors,  employees,  agents  and
attorneys  and all those charged or  chargeable  with  liability on their behalf
(collectively  "Releasees"),  from any and all rights or  claims,  of any nature
whatsoever  whether known or unknown which he has or may have against Releasees,
including,  but not limited to those  rights or claims  arising out of or in any
way  connected  with  Dr.  Rich's  employment  by  C&D or  his  separation  from
employment by C&D, including,  but not limited to claims for wrongful discharge,
breach of contract,  claims for wages, stock or profits,  breach of the covenant
of good faith,  intentional  or  negligent  infliction  of  emotional  distress,
defamation, negligence, misrepresentation, fraud, discrimination on the basis of
race, gender,  color,  religion,  marital status,  national origin,  handicap or
disability,  or veteran's  status,  including,  but not limited to all rights or
claims  under Title VII of the Civil Rights Act of 1964,  as amended,  42 U.S.C.
ss. 2000e-1,  et seq., the Americans With Disabilities Act, 42 U.S.C. ss. 12101,
et  seq.,  and the  Arizona  Civil  Rights  Act,  A.R.S.  ss.41-1401,  et  seq.,
Pennsylvania  Human  Relations Act, 43 P.S. ss.951 et seq., as well as any other
claim arising  under any other  federal,  state,  or local  statute,  ordinance,
regulation,  or common law that Dr. Rich now has or ever had  against  Releasees
from  the  beginning  of time to the  date of this  Agreement.  It is  expressly
understood and agreed that the foregoing is a general  release of all claims and
rights against C&D.

     5. Release of Age Discrimination Claims.
        ------------------------------------

     After having had a reasonable  opportunity  to review this Agreement and an
opportunity to consult with an attorney or adviser of his choice,  Dr. Rich, his
heirs, administrators,  and assigns, knowingly and voluntarily releases, remises
and forever  discharges

                                       3
<PAGE>

C&D,  its  subsidiary  and  related  companies,  and  each of  their  respective
officers,  directors,  employees,  agents and attorneys and all those charged or
chargeable  with  liability on their  behalf,  of and from any and all rights or
claims  which he may have  against any of them under the Age  Discrimination  in
Employment  Act of 1967,  as  amended,  29 U.S.C.  ss. 621 et. seq. or under any
other federal or state law prohibiting  discrimination  based upon age, from the
beginning of time to the date of this Agreement.

     6. Compliance with Older Workers Benefit Protection Act.
        ----------------------------------------------------

     This  Agreement is intended to comply with Section 201 of the Older Workers
Benefit  Protection  Act of 1990,  29 U.S.C.  ss.626(f).  Accordingly,  Dr. Rich
acknowledges and represents as follows:

     a. he waives all rights or claims against C&D under the Age  Discrimination
in  Employment  Act of 1967,  as  amended,  29 U.S.C  ss.621,  et seq.  ("ADEA")
knowingly and voluntarily in exchange for  consideration of value to which he is
not otherwise entitled;

     b. he has been  advised in writing by C&D to consult  with an  attorney  in
connection  with this  Agreement  and his decision to waive his rights or claims
under the ADEA;

     c. he has been given a period of at least twenty-one (21) days within which
to consider this  Agreement and his decision to waive his rights or claims under
the ADEA; and

     d. he has been  informed  by C&D and  understands  that he may revoke  this
Agreement for a period of seven (7) calendar days after signing it and that this
Agreement will not become  effective or  enforceable  until after this seven (7)
day period has expired.

     7. Revocation of this Agreement.
        ----------------------------

     In the event  that Dr.  Rich  chooses  to  revoke  his  acceptance  of this
Agreement,  he will provide C&D with  written  notice of the  revocation,  which
shall be sent by  United  States  mail,  certified,  return  receipt  requested,
post-marked  within  seven  (7) days of the date that he signs  this  Agreement.
Notice to C&D shall be given to Mark Sappir,  Vice President - Human  Resources,
1400 Union Meeting Road, Blue Bell, Pennsylvania 19422.

     8. Covenant Not To Sue.
        -------------------

     Dr. Rich agrees and covenants that he has not and will not bring any action
in any forum,  or file any claims  against  C&D or its  subsidiary  and  related
companies, or any of their respective officers, directors,  employees or agents,
past and  present,  individually  or  collectively,  or any insurer of C&D which
relates in any way to his  employment,  his separation from employment by C&D or
any  matter  which  is  associated   either  directly  or  indirectly  with  his
employment.

                                       4
<PAGE>

     9. Nondisclosure of Information.
        ----------------------------

     Dr. Rich acknowledges that he signed an "Agreement Relating to Intellectual
Property  and   Confidential   Information"   with  C&D  on  February  11,  2000
("Confidentiality  Agreement").  A copy is attached to this Agreement as Exhibit
"1." Dr.  Rich  reaffirms  the  obligations  and  duties  he  assumed  under the
Confidentiality  Agreement  and agrees  that he shall  continue  to abide by the
terms of the Confidentiality Agreement after the termination of his employment.

     10. Return of Property.
         ------------------

     Dr. Rich represents that he has returned to C&D or will return prior to the
Effective  Date all  materials  in his  possession  or within his control  which
relate to the business of C&D, including,  but not limited to, data,  documents,
reports, programs,  diskettes,  computer printouts,  program listings,  computer
hardware and/or software,  memoranda,  notes, records,  reports, plans, studies,
price lists, customer lists, customer contact and other information, and any and
all similar  information  without  regard to the form in which it is maintained.
Dr. Rich  acknowledges  that all such materials are the sole property of C&D and
that he has no right, title, or other interest in or to such materials. Dr. Rich
further  agrees  to  return  all  Company  credit  cards,  computers,  printers,
telephones and any similar or dissimilar items.

     11. Non-Solicitation of Employees and Customers.
         -------------------------------------------

     a. Dr. Rich agrees  that  beginning  on the date hereof and for a period of
one-hundred  eighty (180) days after the Effective  Date,  he shall not,  either
directly or  indirectly,  induce,  suggest,  encourage,  entice,  or solicit any
employee of C&D to leave the employ of C&D.

     b. Dr. Rich agrees  that  beginning  on the date hereof and for a period of
six months from the Effective  Date, he will not,  either directly or indirectly
or by acting in concert with others,  solicit,  influence, or attempt to solicit
or influence,  any  customers of C&D or any customer  prospects of C&D with whom
Dr.  Rich  had any  contact  during  the  eighteen  month  period  prior  to his
separation   from   employment  by  C&D  to  purchase  from  any  other  person,
partnership,  corporation  or other  entity  any  products  which  are the same,
similar to or marketed as competitive with products sold by C&D.

     12. Non-Competition.
         ---------------

     a. Dr.  Rich  agrees  that  during such time as he shall be employed by the
Company, and for the applicable Restricted Period (as defined below) thereafter,
he 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,  agent  of or  consultant  for,  any  business  that,  at the  time his
employment  with the Company ceases,  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") in the United  States,  Mexico or the United
Kingdom; provided,  however, that nothing herein (i) shall prevent Dr. Rich from
investing  without limit in the  securities of any company  listed on a national
securities  exchange,  provided  that his  involvement

                                       5
<PAGE>


with any such company is solely that of a  stockholder,  and (ii) is intended to
prevent him from being employed during the applicable  Restricted  Period by any
business other than a Competitive  Business.  The applicable  Restricted  Period
shall be the one-hundred eighty (180) day period following the Effective Date.

     b. The parties hereto intend that the covenant contained in this Section 12
shall be deemed a series of separate covenants for each state,  county and city.
If, in any judicial proceeding, a court shall refuse to enforce all the separate
covenants  deemed  included in this Section 12, because,  taken  together,  they
cover too  extensive a geographic  area,  the parties  intend that those of such
covenants  (taken in order of the states,  counties and cities therein which are
least  populous),  which,  if  eliminated,  would permit the remaining  separate
covenants  to be enforced  in such  proceeding,  shall,  for the purpose of such
proceeding, be deemed eliminated from the provisions of this Section 12.

     13. Enforcement.
         -----------

     Dr. Rich acknowledges that he has received sufficient consideration for the
covenants  and  restrictions  contained  in this  Agreement  including,  without
limitation,  those set forth in Sections 8, 9, 11 and 12 of this Agreement; that
such  restrictions  are reasonable in time and scope,  and are necessary for the
reasonable  protection of the business of C&D. Dr. Rich also  acknowledges  that
monetary  damages would be an inadequate  remedy for a breach by Dr. Rich of the
promises  contained in Sections 8, 9, 11, and 12 of this Agreement and, if found
by a court of competent jurisdiction to have breached any of these restrictions,
consents to the entry of an order granting  injunctive relief to prevent further
violations  of those  restrictions  by Dr.  Rich.  Dr. Rich agrees that the time
period  of the  obligations  set  forth  in  Sections  8,  9,  11 and 12 of this
Agreement  shall  be  extended  by any  amount  of time  during  which  he is in
violation of the  obligations  set forth therein.  Dr. Rich also agrees that any
award of  injunctive  relief  shall be in addition to, and in no way shall serve
as, a limitation on any and all other  remedies C&D may have for  enforcement of
the obligations set forth in Sections 8, 9, 11, and 12 of this Agreement.

     14. Cooperation with C&D/Acknowledgement of Payment.
         -----------------------------------------------

     Dr.  Rich will fully  cooperate  with and  assist C&D or any other  company
affiliated  with C&D in connection  with its defense or prosecution of any civil
action or other legal  proceeding or other  business  matter  involving  C&D, of
which C&D believes Dr. Rich has knowledge or information. This cooperation shall
include,  but it is not limited to, being reasonably available to participate in
depositions,  providing  accurate and truthful  information about C&D, complying
with  requests by C&D to meet with its  attorneys  for the purpose of  providing
information  to them,  and  providing  any other form of  reasonable  assistance
requested.  Dr.  Rich  acknowledges  that  all  monies  that  he has  earned  in
connection  with his employment  with C&D have been paid,  with the exception of
his  incentive  bonus for fiscal  year 2002 which  shall be paid,  if at all, in
accordance with the customary practices of C&D.

     15. Terms Confidential.
         ------------------

     Dr. Rich agrees to keep  confidential  and not disclose the financial terms
of this Agreement  except to his immediate family (who agree to comply with this
obligation of confidentiality) and tax and legal advisers.

                                       6
<PAGE>

     16. Reemployment or Reinstatement.
         -----------------------------

     Dr. Rich shall not seek employment with C&D and hereby forever releases and
discharges  C&D from any and all  liability  to reinstate or reemploy him in any
capacity and any and all claims of a right to reinstatement.

     17. Breach.
         ------

     Dr.  Rich and C&D agree  that in the event one party  breaches  any part or
parts of this Agreement,  legal proceedings may be instituted against that party
for breach of contract.  In the event that a party institutes legal  proceedings
for breach of this  Agreement,  it is agreed that the sole remedy  available  to
said party shall be enforcement  of the terms of this  Agreement  and/or a claim
for  damages  resulting  from a breach  of this  Agreement,  but  that  under no
circumstances  shall the party be  entitled  to revive,  reassert  or assert any
claims  that the party  has  released  or  abandoned  under  this  Agreement  in
accordance with the provisions of paragraphs 4, 5, 6 and 8.

     18. Nature of Agreement.
         -------------------

     It is  understood  and agreed by Dr. Rich and C&D that this  Agreement is a
settlement of claims,  if any, that may exist between them; that this settlement
does not  constitute  an admission of  liability  or  wrongdoing  on the part of
either  party;  and that by entering into this  settlement  neither party admits
that there has been any  unlawful or wrongful  act  committed  against the other
which  makes it  liable  in any  manner,  but  that  this  settlement  is only a
compromise.

     19. Entire Agreement.
         ----------------

     Except as  specifically  set forth in  Section  9 of this  Agreement,  this
Agreement  replaces and supercedes all prior agreements  between the parties and
constitutes the entire  agreement  between the parties.  No modification to this
Agreement shall be effective unless it is in writing and signed by an officer of
C&D and Dr. Rich.

     20. Choice of Law and Selection of Forum.
         ------------------------------------

     This Agreement shall be interpreted,  enforced, and governed under the laws
of the State of Arizona. If any provision of this Agreement,  or the application
thereof  to any  person,  place  or  circumstance,  shall  be held by a court of
competent  jurisdiction to be invalid,  unenforceable  or void, the remainder of
this  Agreement  and such  provisions  as applied to other  persons,  places and
circumstances shall remain in full force and effect.

     21. Agreement Entered Knowingly and Voluntarily.
         -------------------------------------------

     Dr. Rich  acknowledges  that he has been given a reasonable  opportunity to
discuss this  Agreement  with an attorney or advisor of his choice;  that he has
carefully read and fully  understands  all of the provisions of this  Agreement;
and that he is entering into this Agreement  knowingly,  voluntarily  and of his
own free will.

                                       7
<PAGE>

     22. Miscellaneous.
         -------------

     a. Except as expressly set forth in this Agreement, this Agreement contains
the  final  and  entire  agreement  of  the  parties  and is  intended  to be an
integration of all prior agreements,  negotiations and  understandings.  Neither
C&D nor Dr.  Rich  shall  be  bound by any  covenants,  agreements,  statements,
representations or warranties,  oral or written, not contained in this Agreement
or any attachment or exhibit hereto. No change or modification to this Agreement
shall be valid  unless the same is in  writing  and  signed by the  parties.  No
waiver of any of the provisions of this Agreement shall be valid unless the same
is in  writing  and is  signed  by the  party  against  whom it is  sought to be
enforced.

     b. This  Agreement  shall  inure to the benefit of the  respective  parties
hereto and their respective heirs, administrators, successors and assigns.

     IN WITNESS  WHEREOF,  the parties  hereto have signed this Agreement on the
dates indicated next to their respective signature.


      8/16/01                                   /s/ John Rich
----------------------                      ----------------------------
Date                                        John Rich



                                            C&D TECHNOLOGIES, INC.


     8/20/01                                    /s/ Wade Roberts
________________________                    By:_________________________
Date                                        Title: President & CEO








                                       8
<PAGE>

                                    EXHIBIT A
                                     RELEASE


     This Release is made this _____ day of _______________, 2002 by and between
C&D Technologies, Inc. ("Employer") and John Rich ("Employee").

                                    Recitals:
                                    --------

     WHEREAS,  Employer and  Employee  are parties to an  Agreement  and Release
dated as of__________________________,  2001 ("Agreement and Release") the terms
of which specifically contemplate the execution of this Release; and

     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. General Release.

     For and in  consideration  of the monies and  benefits  paid to Employee by
Employer,  as more fully  described in the  Agreement  and Release dated ______,
2001,  and for other good and valuable  consideration,  Employee  knowingly  and
voluntarily  releases,  remises and forever discharges Employer,  its subsidiary
and related companies and their predecessors,  successors and assigns,  and each
of their respective officers, directors, employees, agents and attorneys and all
those  charged  or  chargeable  with  liability  on  their  behalf  (hereinafter
collectively referred to as "Releasees"),  from any and all rights or claims, of
any nature whatsoever whether known or unknown, which he has or may have against
Releasees  including,  but not limited to, those rights or claims arising out of
or in any way  connected  with  his  employment  by C&D or his  separation  from
employment by C&D,  including but not limited to claims for wrongful  discharge,
breach of contract,  claims for wages, stock or profits,  breach of the covenant
of good faith,  intentional  or  negligent  infliction  of  emotional  distress,
defamation, negligence, misrepresentation, fraud, discrimination on the basis of
race, gender,  color,  religion,  marital status,  national origin,  handicap or
disability or veteran status,  including but not limited to all rights or claims
under Title VII of the Civil  Rights Acts of 1964,  as  amended,  42 U.S.C.  ss.
2000e-1,  et seq., the Americans With Disabilities Act, 42 U.S.C.  ss.12101,  et
seq., and the Arizona Civil Rights Act, A.R.S.  ss.41-1401,  Pennsylvania  Human
Relations Act, 43 P.S.  ss.951 et seq., as well as any other claim arising under
any other federal, state or local statute,  ordinance,  regulation or common law
that he now has or ever had against  Releasees from the beginning of time to the
date of this Release.  It is expressly  understood and agreed that the foregoing
is a general release of all claims and rights against C&D.

2.       Release of Age Discrimination Claims.

     After having had a reasonable  opportunity  to review this Agreement and an
opportunity to consult with an attorney or adviser of his choice,  Employee, his
heirs, administrators,  and assigns, knowingly and voluntarily releases, remises
and forever  discharges C&D, its subsidiary and related  companies,  and each of
their respective officers,  directors,  employees,  agents and attorneys and all
those charged or chargeable with liability on their

                                       9
<PAGE>

behalf,  of and from any and all rights or claims  which he may have against any
of them under the Age  Discrimination in Employment Act of 1967, as amended,  29
U.S.C.  ss. 621 et.  seq.  or under any other  federal or state law  prohibiting
discrimination  based upon age,  from the  beginning of time to the date of this
Agreement.

     3. Compliance with Older Workers Benefit Protection Act.
        ----------------------------------------------------

     This  Agreement is intended to comply with Section 201 of the Older Workers
Benefit  Protection  Act of 1990,  29 U.S.C.  ss.626(f).  Accordingly,  Employee
acknowledges and represents as follows:

     a. he waives all rights or claims against C&D under the Age  Discrimination
in  Employment  Act of 1967,  as  amended,  29 U.S.C  ss.621,  et seq.  ("ADEA")
knowingly and voluntarily in exchange for  consideration of value to which he is
not otherwise entitled;


     b. he has been  advised in writing by C&D to consult  with an  attorney  in
connection  with this  Agreement  and his decision to waive his rights or claims
under the ADEA;

     c. he has been given a period of at least twenty-one (21) days within which
to consider this  Agreement and his decision to waive his rights or claims under
the ADEA; and

     d. he has been  informed  by C&D and  understands  that he may revoke  this
Agreement for a period of seven (7) calendar days after signing it and that this
Agreement will not become  effective or  enforceable  until after this seven (7)
day period has expired.

     4. Revocation of this Release.
        --------------------------

     In the event  that  Employee  chooses  to  revoke  his  acceptance  of this
Release, he will provide C&D with written notice of the revocation,  which shall
be sent by United States mail, certified, return receipt requested,  post-marked
within  seven (7) days of the date that he signs this  Agreement.  Notice to C&D
shall be given to Mark  Sappir,  Vice  President - Human  Resources,  1400 Union
Meeting Road, Blue Bell, Pennsylvania 19422.

     5. Covenant Not To Sue.
        -------------------

     Employee agrees and covenants that he has not and will not bring any action
in any forum,  or file any claims  against  C&D or its  subsidiary  and  related
companies, or any of their respective officers, directors,  employees or agents,
past and  present,  individually  or  collectively,  or any insurer of C&D which
relates in any way to his  employment,  his separation from employment by C&D or
any  matter  which  is  associated   either  directly  or  indirectly  with  his
employment.

     6. 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.

                                       10
<PAGE>

     7.  Employee  affirms that the only  consideration  for the signing of this
Release are the terms stated herein and in the Agreement and Release 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.

     8.  Employee and Employer  affirm that the  Agreement  and Release (and the
document  specifically  incorporated  therein)  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.

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

     11.  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
consideration described in the Agreement and Release.

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


Dated:_____________________                     ______________________________
                                                        John Rich



                                                C&D TECHNOLOGIES, INC.



Dated:_____________________                     By:___________________________
                                                Title:

                                       11
<PAGE>



                                   ENDORSEMENT

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

     I declare  under  penalty of perjury under the laws of the State of Arizona
that the foregoing is true and correct.

     EXECUTED    this    __16th__    day    of    _August___,    2001,    at
___Pima County_______________, Arizona.


                                                /s/ John Rich
                                                ------------------------------
                                                John Rich





                                       12

</TEXT>
</DOCUMENT>
