Exhibit 10.51
AMENDMENT NO. 1
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 to the Employment Agreement dated June 21, 2005
(the "Agreement"), by and between C&D Technologies, Inc., a Delaware corporation
(the "Company") and Xx. Xxxxxxx X. Xxxxxx (the "Executive").
WHEREAS, the Executive is currently employed by the Company as the
Company's President and Chief Executive Officer; and
WHEREAS, the Executive is currently employed by the Company as the
Company's President and Chief Executive Officer; and
WHEREAS, the Company desires to continue to employ the Executive as
the Company's President and Chief Executive Officer and the Executive desires to
continue to be so employed, on the terms and conditions set forth in the
Employment Agreement as amended herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Employment Agreement as follows:
1. Section 9(e) is deleted and shall be replaced in its entirety as
follows:
(i) Notwithstanding the foregoing provisions of Section 9(c)(i), any
Base Salary payments provided for in Section 9(c)(i) 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 Base Salary 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) Notwithstanding the foregoing provisions of Section 9(c)(i),
any Targeted Bonus Amount payments provided for in Section 9(c)(i) 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.
2. In Exhibit A to Employment Agreement of Xxxxxxx X. Xxxxxx, in the first
sentence of Section III(a), delete the following:
"(or as of the first business day after the period in which the
Executive would have otherwise incurred adverse tax consequences
under Section 409A of the Internal Revenue Code if such payment is
made within such period)"
3. In Exhibit A to Employment Agreement of Xxxxxxx X. Xxxxxx, in the first
sentence of Section IV(a), after "........and Excise Tax imposed upon the
Gross-Up Payment", insert the following:
"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,"
4. In Exhibit A to Employment Agreement of Xxxxxxx X. Xxxxxx, in the fifth
sentence of Section IV(b), after "........within five business days of the
receipt of the Accounting Firm's determination,", insert the following:
"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."
The effective date of this Amendment No. 1 to the Employment Agreement shall be
February 1, 2006.
All other terms and conditions of the Employment Agreement shall remain
unchanged and in effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the first day
of February, 2006.
Attest: C&D TECHNOLOGIES, INC.
/s/ Xxxxx X. Xxx By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
----------------------
Secretary
EXECUTIVE:
2
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
--------------------- --------------------------------------
Witness Xxxxxxx X. Xxxxxx
3
