Exhibit 10.56
PERFORMANCE SHARE AWARD
C&D TECHNOLOGIES, INC.
This
PERFORMANCE
SHARE AWARD (the "Award") is made and entered into
effective as of the
12th day of March,
2007 by and between
C&D
Technologies,
Inc. (the "Company"), a Delaware corporation, and _______________ (the
"Participant").
Upon
and subject to the Terms and Conditions attached hereto and
incorporated herein by
reference as part of this Award,
the Company hereby
awards as of the Grant
Date below to the
Participant the
Performance
Shares
described below in consideration of Participant's services to the
Company.
A.
Grant
Date: March 12, 2007.
B.
Plan
(under which the Award is granted): The C&D Technologies,
Inc.
2007 Stock Incentive Plan.
C.
Performance
Shares:
____________
Performance
Shares. Each
Performance Share represents the Company's unsecured obligation to
issue up to a maximum of two and one-half shares of the Company's
common stock ("Common
Stock") as provided in Schedule 1, subject to
adjustment as provided in the attached Terms and Conditions.
D.
Performance Period. The Performance Period with respect to the
Award
shall be the three consecutive year period commencing on February
1,
2007, and ending on January 31, 2010.
IN WITNESS
WHEREOF, the Company and the Participant have executed this
Award as of the Grant Date set forth above.
C&D TECHNOLOGIES, INC.
By: /s/____________________
President and Chief Executive Officer
_____________________________________
Signature of Participant
Name:
Name
SSN:
XXX-XX-9999
Address:
Address
City, State Zip
<PAGE>
TERMS AND CONDITIONS TO THE
PERFORMANCE SHARE AWARD PURSUANT TO THE
C&D TECHNOLOGIES, INC. 2007 STOCK INCENTIVE PLAN
1.
Performance Goals. The Performance Goals applicable to the Award
are
as set forth in Schedule 1 attached hereto and incorporated
herein.
The Performance
Goals shall be used to
determine the number of Common Stock
issued per Performance
Share and shall be established by the C&D Technologies,
Inc. Compensation
Committee of the Board
of Directors (the "Committee") within
ninety (90) days of the first day of the Performance Period;
provided, however,
that in no event shall the Performance Goals be established after twenty-five
percent (25%) of the Performance Period has elapsed.
2.
Determination of Shares of Common Stock Payable.
(a) Committee's
Certification
and Determination. As soon as
practicable following
the receipt by the
Committee of a report
from the
Company's
independent auditor of the Company's level of achievement of
the
Performance Goals for the Performance Period, the Committee shall
certify
in
writing whether one or more of the Performance Goals have been
satisfied
and shall determine
the number of shares of Common Stock earned
per
Performance
Share based on the
level of Performance
Goals achieved,
according
to the schedule set forth in Schedule 1. The Committee's
determination shall be final, conclusive, and binding upon the
Participant
and the
Company.
(b) Issuance of
Common Stock Earned.
The Common Stock issued with
respect to
a Performance Share
shall be issued to
Participant as soon as
administratively
practicable after the certification and determination by
the
Committee of the number of shares earned, but in any event, shall be
issued no
later than the date that is two and one-half months from the
end
of (i) the
Participant's tax year in which the Performance Period ends, or
(ii)
the Company's tax year in which the Performance Period ends,
whichever
occurs
later, in accordance with Proposed Treas. Reg.
1.409A-1(b)(4)(i) (or any successor guidance); provided, however,
that if,
due to
unforeseeable events, it is administratively impracticable to
issue
the shares
of Common Stock within the time period provided in this Section
2(b) or
issuing the shares within the time period provided in this
Section
2(b) would
jeopardize
the solvency of the
Company in any way, the shares
shall be
issued as soon as
reasonably
practicable
in accordance with
Proposed
Treas. Reg. 1.409A-1(b)(4)(ii) (or any successor guidance).
(c) Vesting.
Except as otherwise
provided under the
terms of the
Plan or
this Award, at the end of the Performance Period the Participant
shall be
fully vested in the Common Stock issuable per Performance Share
in
accordance
with the level of Performance Goals achieved. If the
Participant's
employment with or service for the Company terminates prior
to the end
of the Performance
Period for any reason, the Performance
Shares
shall be forfeited by the Participant immediately upon such
termination of employment or service.
Exhibit 1-Page 1 of 2
<PAGE>
3.
Tax
Withholding.
(a) The
Participant must
deliver to the Company, within ten (10)
days after
receiving notification from the Company as to the amount of tax
withholding that is due (the "Tax Notice Date"), either (i) cash, or (ii)
a
certified check payable to the Company, in the amount of all tax
withholding obligations imposed on the Company by reason of the
earning of
the shares
of Common Stock issuable hereunder.
(b) In lieu of
paying the tax withholding obligation as described
in Subsection (a)
above, Participant
may elect to have the
actual number
of shares
of Common Stock
issuable hereunder reduced by the number of
whole
shares of Common Stock
which, when
multiplied
by the Fair Market
Value of
the Common Stock on
the date the Common Stock is issuable to the
Participant, is
sufficient to satisfy the minimum amount of the required
tax
obligations
imposed on the
Company by reason of
the earning of the
shares
(the "Withholding
Election").
Participant may make a
Withholding
Election
only if all of the following conditions are met:
(i) the
Withholding
Election must be made within ten (10)
days after the Tax Notice Date by executing and delivering to the
Company a properly
completed Notice of
Withholding
Election, in
substantially the form of Exhibit 1 attached hereto; and
(ii) any Withholding Election made will be irrevocable;
however, the Committee
may, in its sole discretion, disapprove and
give no effect to any
Withholding
Election, in which case, the
Committee shall notify
the Participant of such disapproval within
ten (10) days of its
decision and the
Participant
shall have ten
(10) days after
receiving such
notification to deliver the payment
required under Subsection (a) above.
If the
Participant does not
timely satisfy payment of the tax withholding
obligation, the Participant will forfeit the Performance
Shares.
4.
Restrictions on Transfer of Performance Shares.
(a) Except for
the transfer of any
Performance Shares by
bequest
or
inheritance, the
Participant's right to any Performance Shares may not
be
assigned, transferred,
pledged or sold. Any
such disposition not made
in
accordance with this Award shall be deemed null and void. Any
permitted
transferee
under this Section shall be bound by the terms of this Award.
(b) No
holder of Common Stock issuable hereunder may sell,
transfer,
assign, pledge or
otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by
operation of
law) any
interest in or any beneficial interest in any such Common
Stock,
except (i)
pursuant to an effective registration statement under the
Securities
Act of 1933
("Securities Act"), or
(ii) in a transaction that
fully
complies with Rule 144 thereunder, without first delivering to the
Company
an
Exhibit 1-Page 2 of 2
<PAGE>
opinion of
counsel (reasonably
acceptable
in form and
substance to the
Company)
that neither
registration nor qualification under the Securities
A
