Exhibit
10.31
RELEASE
This
Release is made this
14th day of December,
2005 by and between
C&D
Technologies, Inc. ("Employer") and Stephen E. Markert, Jr.
("Employee").
Recitals:
WHEREAS,
the parties are parties to an Employment Agreement (the
"Employment Agreement") dated March 31, 2000, as amended April 6,
2000, pursuant
to which Employee was employed by Employer; and
WHEREAS,
the Employment
Agreement has
terminated and the parties entered
into certain
arrangements as
described in a Letter
Agreement dated August 15,
2005 (the "Letter Agreement"); and
WHEREAS,
Employee's execution
and delivery of this Release is a condition
to the Employer's
obligations
to pay certain compensation and benefits to
Employee under the Employment Agreement and the Letter
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
December 14, 2005,
Employee's employment
with Employer shall
terminate (the
"Termination
Date"), 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
after 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.
Following the
Termination
Date, Employer shall pay to the Employee
those amounts payable
pursuant to the terms
of the Employment
Agreement upon
involuntary termination of Employee's employment, without cause,
less applicable
deductions; provided
however, the first payment shall not be due and
payable
until the first
regular C&D pay day following the execution by Employee,
delivery to Employer and non-revocation of this Release by
Employee. After
the
execution by Employee,
delivery to Employer and non-revocation of this Release,
Employer will additionally pay Employee for fourteen (14) vacation
days, the sum
of $100,000, net of
standard deductions,
in accordance with the
notice letter
dated August 15, 2005, and reimburse Employee for up to $10,000 in
pre-approved
outplacement services
incurred within twelve (12) months from the
Termination
Date. The timing for payments to Employee shall be made in the
manner elected by
Employee, in writing, in response to the letter dated August 15,
2005 concerning
the application
of the provisions of the American Jobs Creation Act to the
payments described in this paragraph.
<PAGE>
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
aris
