LETTER HEAD C&D TECHNOLOGIES, INC.]C&d Technologies Inc • February 23rd, 2007 • Miscellaneous electrical machinery, equipment & supplies
C&D Technologies, Inc. (“C&D” or “Company”) is reviewing strategic options regarding its Power Electronics Division (“PED”), including the possible sale of PED (such a sale hereinafter referred to as the “Transaction”) to a third party (the “Buyer”). If the Transaction is ultimately consummated, it is possible that your employment with PED may be terminated. However, C&D recognizes your contributions to the business of PED and desires to continue to retain your services with PED through and until the consummation of the Transaction, and at the discretion of the Buyer, during a period following the Transaction. Additionally, your effective participation in the sale process, as requested by C&D, should assist in maximizing the value received for PED if sold. In C&D’s view, you should be rewarded based on how successful the sale process turns out to be, and protected financially if you are not offered employment by the Buyer. Accordingly, the Company agrees to offer you retention bonus an
