Exhibit 10.10
FIRST AMENDMENT TO THE
C&D TECHNOLOGIES SAVINGS PLAN
THIS FIRST AMENDMENT is made on June 12, 2002, by C&D Technologies, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the C&D Technologies Savings Plan (the
"Plan"), which was originally established by indenture dated February 1, 1986,
and last amended and restated by indenture on February 13, 2002; and
WHEREAS, the Company desires to amend the Plan to correct inadvertent
scrivener's errors and as requested by the Internal Revenue Service as part of
the determination letter application process.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective as of January 1, 1997, by deleting the existing Section 1.16
and substituting therefor the following:
"1.16 'ELIGIBLE EMPLOYEE' means any Employee of a Plan Sponsor,
including salaried and hourly Employees, other than an Employee who is (a)
covered by a collective bargaining agreement between a union and a Plan
Sponsor, provided that retirement benefits were the subject of good faith
bargaining, unless the collective bargaining agreement provides for
participation in the Plan; (b) a Leased Employee; (c) deemed to be an
Employee of a Plan Sponsor pursuant to regulations under Code Section
414(o); or (d) a non-resident alien (within the meaning of Code Section
7701(b)(1)(B)) who received no earned income (within the meaning of Code
Section 911(d)(2)) from a Plan Sponsor which constitutes income from
sources within the United States (within the meaning of Code Section
861(a)(d)(3)). In addition, no person who is initially classified by a Plan
Sponsor as an independent contractor for federal income tax purposes shall
be regarded as an Eligible Employee for that period, regardless of any
subsequent determination that any such person should have been
characterized as a common law employee of the Plan Sponsor for the period
in question."
2. Effective as of January 1, 1997, by deleting the existing Section 1.19
and substituting therefor the following:
"1.19 'EMPLOYEE' means any person who is (a) a common law employee of
a Plan Sponsor or an Affiliate, (b) a Leased Employee with respect to a
Plan Sponsor, or (c) deemed to be an employee of a Plan Sponsor pursuant to
regulations under Code Section 414(o).
3. Effective as of January 1, 1997, by adding the following new Section
1.27A:
"1.27A 'Leased Employee' means an Employee (other than a common law
employee of the Plan Sponsor or an Affiliate) who, pursuant to an agreement
between the Plan Sponsor or an Affiliate and any other person, has
performed services for the Plan Sponsor or an Affiliate (or for the Plan
Sponsor and related persons determined in accordance with Code Section
414(n)(6)), on a substantially full-time basis for a period of at least one
year, and such services are performed under the primary direction or
control of the Plan Sponsor or an Affiliate."
4. Effective as of January 1, 2001, by redesignating the existing Section
3.1(a) as Section 3.1(b) and adding the following new Section 3.1(a):
"(a) Prior to January 1, 2001, the Plan Sponsor shall make a
contribution to the Fund on behalf of each Eligible Employee who is a
Participant and who has elected to defer a portion of Annual Compensation
otherwise payable to him for the Plan Year and to have such portion
contributed to the Fund. The election must be made before the Annual
Compensation is payable and may only be made pursuant to an agreement
between the Participant and the Plan Sponsor which shall be in such form
and manner and subject to such rules and limitations as the Plan
Administrator may prescribe and shall specify the percentage of Annual
Compensation that the Participant desires to defer and have contributed to
the Fund. The contribution made by a Plan Sponsor on behalf of a
Participant under this Section 3.1(a) shall be in an amount equal to the
amount specified in the Participant's deferral agreement but not less than
one percent (1%) nor greater than fifteen percent (15%) of the
Participant's Annual Compensation. Once a Participant has made an election
for a Plan Year, the Participant may increase or reduce the rate of future
deferrals in accordance with the administrative procedures provided by the
Plan Administrator. Pursuant to Section 4 of Appendix C, the Plan
Administrator may restrict the amount which Highly Compensated Employees
may defer under this Section 3.1"
5. The redesignated Section 3.1(b) shall be effective as of January 1,
2001.
6. Section 1(a) of Appendix A to the Plan shall be effective for limitation
years beginning on or after January 1, 1995.
7. Effective as of January 1, 1997, by deleting the existing Sections 2(a)
and (b) of Appendix C and substituting therefore the following:
"(a) the actual deferral percentage for the Highly Compensated
Eligible Participants for the Plan Year must not be more than the actual
deferral percentage of all other Eligible Participants for the Plan Year
multiplied by 1.25; or
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(b) the excess of the actual deferral percentage for the Highly
Compensated Eligible Participants for the Plan Year over that of all other
Eligible Participants for the Plan Year must not be more than two (2)
percentage points, and the actual deferral percentage for the Highly
Compensated Eligible Participants for the Plan Year must not be more than
the actual deferral percentage of all other Eligible Participants for the
Plan Year multiplied by two (2)."
8. Effective as of January 1, 1997, by deleting Sections 5(a) and (b) of
the Appendix C and substituting therefor the following:
"(a) the contribution percentage for the Highly Compensated Eligible
Participants for the Plan Year must not exceed 125% of the contribution
percentage for all other Eligible Participants for the Plan Year; or
(b) the contribution percentage for Highly Compensated Eligible
Participants for the Plan Year must not exceed the lesser of (1) 200% of
the contribution percentage for all other Eligible Participants for the
Plan Year, and (2) the contribution percentage for all other Eligible
Participants for the Plan Year plus two (2) percentage points."
Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of the day and year first above written.
C & D TECHNOLOGIES, INC.
By: /s/ Linda R. Hansen
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Title: Vice President
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