Exhibit 10.35
RELEASE
This Release is made
this 2nd day of March,
2006 by and
between
C&D Technologies, Inc. ("Employer") and Charles Giesige
("Employee").
Recitals:
WHEREAS, the parties
are parties to an
Employment Agreement
(the
"Employment
Agreement") dated February 1, 2006, pursuant to which Employee was
employed by Employer; and
WHEREAS, Employee's
employment
and the Term,
as defined in the
Employment Agreement, have terminated; and
WHEREAS, the execution and delivery of this Release by Employee is
a
condition to the Employer's obligations to pay certain
compensation and provide
certain benefits to Employee under the Employment 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 April 1, 2006, Employee's employment with Employer shall
terminate, 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 prior to 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. Employer
shall pay and
provide to
Employee the amounts and
benefits contemplated
pursuant to Section 9 of the Employment Agreement, less
applicable deductions;
provided however, the first payment shall not be due and
payable until ten days after the execution by Employee, delivery to
Employer and
non-revocation of this
Release. Employer
further agrees to reimburse Employee
for up to $10,000 in pre-approved outplacement services incurred on or before
April 1, 2007, and to reimburse Employee for up to $2500 in
financial services
for Employee
incurred on or before April 1, 2007. Employer also agrees to
reimburse the actual monthly out-of-pocket COBRA expenses incurred by
Employee
minus the amount of
Employee's
contribution
for medical, dental and vision
coverage under
Employer's
plans selected by Employee as of the
last month of
employment for up to a maximum of 12 months.
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,
1
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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 arising out of his employment or termination of
employment with Employer, such as all claims for wrongful
discharge, breach
of
contract, either
express or implied,
interference
with contract, emotional
distress, fraud,
misrepresentation,
defamation, claims arising under the Civil
Rights Acts of 1964 and 1991, as amended, the Americans With Disabilities Act,
the A
