Exhibit 10.38

                                              February 1, 2006

William Bachrach
16 Donovan Drive
West Newbury, Massachusetts 01985

Dear Bill:

            C&D  Technologies,  Inc., a Delaware  corporation  (the  "Company"),
wishes to  continue  to employ  you in an  executive  capacity  and the  Company
desires to encourage such employment by providing certain protections for you by
entering  into  this  Agreement  with you,  in return  for which you agree to be
employed by the Company on the terms set forth  herein,  to refrain from certain
competitive  activity and to provide the Company with  certain  assurances  upon
your departure.  In consideration of same, the Company agrees to employ you, and
you agree to accept such employment, under the following terms and conditions:

            1. Term of Employment.  Your  employment  under this Agreement shall
continue in effect  until either party shall give to the other party at least 30
days' prior written  notice (or such other notice period as may be  specifically
provided  for in  this  Agreement)  of the  termination  of  this  Agreement  (a
"Termination  Notice"),  or until it is terminated in accordance with Section 8.
If a Termination Notice is given by either party the Company shall,  without any
liability to you, have the right,  exercisable  at any time after such notice is
sent to elect any other  person to the  office or  offices in which you are then
serving and to remove you from such office or offices.  The period  during which
you are employed under this Agreement is hereafter referred to as the "Term."

            2. Compensation and Benefits.

            (a) During the Term,  you shall receive a salary for  performance of
your  obligations  under this Agreement at an initial rate of $225,000 per year,
payable in such manner as is consistent with the Company's payroll practices for
executives  and subject to increase  (but not decrease  unless such  decrease is
applied at the same time to all  executive  officers of the Company and does not
exceed  10% of  such  Base  Salary)  by  the  Board  of  Directors  in its  sole
discretion. Such salary, as it may be adjusted from time to time, is hereinafter
referred to as the "Base Salary."

            (b) During the Term,  you shall have the  benefit of and be entitled
to  participate  in such employee  benefit plans and programs,  including  life,
disability and medical insurance,  savings,  retirement and other similar plans,
as the Company now has or  hereafter  may  establish  from time to time,  and in
which  you are  entitled  to  participate  pursuant  to the terms  thereof.  The
foregoing,  however,  shall not be construed to require the Company to establish
any



such plans or to prevent the Company  from  modifying  or  terminating  any such
plans, and no such action or failure thereof shall affect this Agreement.

            (c) During the Term, you shall be entitled (i) to participate in the
Company's Management  Incentive  Compensation Plan or any successor thereto each
year in  accordance  with  criteria  and for  amounts  approved  by the Board of
Directors, except as may otherwise be delegated to the Compensation Committee or
other relevant committee, and (ii) to be granted options to acquire stock of the
Company  or  other  equity  awards,  to the  extent  (if  any)  approved  by the
Compensation  Committee or the relevant  committee,  under the  Company's  stock
option or equity  incentive  plans in effect from time to time (all such options
and equity awards,  "Awards").  Without limiting the foregoing, you shall have a
minimum targeted bonus for each fiscal year of 35% of your Base Salary (with the
actual  payment of any bonus being  dependent  on your  achievement  of targeted
objectives except as otherwise set forth in this Agreement).  Each of the actual
annual  bonuses paid to you each year is  hereinafter  referred to as an "Annual
Bonus."

            (d) You shall be  entitled to payments  and  benefits in  connection
with a Change of Control  Termination  (as  defined in Exhibit A hereto)  and to
certain  additional  payments if you are subjected to the federal  excise tax on
excess parachute payments, as more fully set forth in Exhibit A.

            (e) You shall be entitled to four weeks of  vacation  each  calendar
year during the Term.

            (f) The  Company  will  provide  you at its  expense  with an annual
physical examination each year during the Term.

            3. Duties.

            (a) During the Term,  you shall serve and the Company  shall  employ
you as the Vice President and General Manager,  Power Electronics  Division,  of
the Company,  with such executive  duties and  responsibilities  consistent with
such  positions  and stature as the Chief  Executive  Officer of the Company may
from time to time  determine.  Your  duties  may be changed at any time and from
time to time  hereafter,  upon mutual  agreement,  consistent with the office or
offices in which you serve as deemed necessary by the Chief Executive Officer of
the Company.  You shall report to, and act under the general  direction  of, the
Chief Executive Officer of the Company. You shall use your best efforts to carry
out the  instructions  of the Chief Executive  Officer of the Company.  You also
agree to perform such other  services and duties  consistent  with the office or
offices in which you are serving from time to time and those responsibilities as
may from time to time be prescribed by the Board of Directors. You also agree to
serve as an officer  and/or  director of the Company and/or any of the Company's
other  direct or  indirect  subsidiaries,  in all cases in  conformity  with the
organizational documents and the policies of the Board of Directors of each such
subsidiary, without additional compensation. You will review and agree to comply
with the  Company's  then-current  Code of  Business  Conduct to the same extent
required  for other  United  States-based  employees  of the  Company.  You will
perform all of your responsibilities in compliance with all applicable laws.


                                      -2-


            (b) During the Term, you shall devote your entire  business time and
energies during normal business hours to the business and affairs of the Company
and  its  subsidiaries.  Nothing  in  this  Section  3  shall  be  construed  as
prohibiting  you from investing your personal assets in businesses in which your
participation  is solely  that of a passive  investor  in such form or manner as
will not violate  Section 5 hereof or require  any  services on your part in the
operation  or  affairs  of  those  businesses.   You  may  also  participate  in
philanthropic  or civic  activities as long as they do not materially  interfere
with  your  performance  of your  duties  hereunder.  Service  on any  board  of
directors other than those of the Company and its subsidiaries must be approved,
in advance, by the Board of Directors of the Company.

            (c) During the Term,  you shall be subject to the  Company's  rules,
practices and policies applicable to the Company's senior executive employees.

            4.  Expenses.  The Company shall  reimburse  you for all  reasonable
expenses incurred by you during the Term in connection with your employment upon
presentation  of  appropriate  documentation  therefor  in  accordance  with the
Company's  expense  reimbursement  practices.  In the event  during the Term the
Company's principal executive offices are relocated to a location that increases
your commute to work by more than 35 miles,  the Company  shall  reimburse  your
moving  expenses   (including   reasonable  costs  relating  to  interim  living
accommodations).

            5. Restrictive Covenants.

            (a) During the Term,  and for the applicable  Restricted  Period (as
defined below)  thereafter,  you shall not,  without the written  consent of the
Board of Directors,  directly or  indirectly,  become  associated  with,  render
services  to,  invest  in,  represent,  advise or  otherwise  participate  as an
officer,  employee,  director,  stockholder,  partner  or  agent  of,  or  as  a
consultant for, any business  anywhere in the world that is competitive with the
business  in which the  Company  is engaged  or in which the  Company  has taken
affirmative  steps to  engage  (a  "Competitive  Business")  as of the time your
employment with the Company ceases;  provided,  however, that (i) nothing herein
shall  prevent you from  investing in up to 5% of the  securities of any company
listed on a  national  securities  exchange  or quoted on the  NASDAQ  quotation
system,  as long as your  involvement  with any such company is solely that of a
stockholder,  and (ii)  nothing  herein is  intended  to prevent  you from being
employed by, or  otherwise  rendering  services  to, any  business  other than a
Competitive  Business  following the  termination  of your  employment  with the
Company.  The Restricted  Period shall be the one-year period following the date
your employment terminates.  You acknowledge that the provisions of this Section
5 are reasonable in light of the Company's worldwide business operations and the
position in which you will serve at the Company and that the provisions will not
prevent you from obtaining employment after the termination of this Agreement.

            (b) The parties  hereto  intend that the covenant  contained in this
Section 5 shall be deemed a series of separate  covenants  for each  appropriate
jurisdiction.  If, in any judicial  proceeding,  a court shall refuse to enforce
all of the separate covenants deemed included in this Section 5 on grounds that,
taken together,  they cover too extensive a geographic  area, the parties intend
that those covenants (taken in order of the least populous jurisdictions) which,
if eliminated,  would permit the remaining  separate covenants to be enforced in
that proceeding,


                                      -3-


shall,  for the  purpose  of such  proceeding,  be  deemed  eliminated  from the
provisions of this Section 5.

            6. Confidentiality, Noninterference and Proprietary Information.

            (a) In the course of your  employment  by the Company  hereunder you
will have access to  Confidential  or  Proprietary  Data or  Information  of the
Company.  You shall not at any time divulge or  communicate  to any person,  nor
shall you direct any Company  employee to divulge or  communicate  to any person
(other than to a person bound by  confidentiality  obligations  similar to those
contained  herein  and  other  than  as  necessary  in  performing  your  duties
hereunder)  or use to the  detriment  of the  Company or for the  benefit of any
other person,  any of such  Confidential  or  Proprietary  Data or  Information,
except to the extent the same (i) becomes  publicly  known other than  through a
breach of this  Agreement by you, (ii) was known to you prior to the  disclosure
thereof by the Company to you from a source that was entitled to disclose it, or
(iii) is  subsequently  disclosed  to you by a third  party  who  shall not have
received it under any obligation of confidentiality to the Company. For purposes
of this Agreement,  the term  "Confidential  or Proprietary Data or Information"
shall mean data or information not generally available to the public,  including
personnel information,  financial  information,  customer lists, supplier lists,
product  and  tooling  specifications,  trade  secrets,  information  concerning
product  composition  and  formulas,  tools and dies,  drawings and  schematics,
manufacturing processes, information regarding operations, systems and services,
know-how,  computer  and any  other  electronic,  processed  or  collated  data,
computer programs, and pricing, marketing, sales and advertising data.

            (b) You shall not, during the Term and for the applicable Restricted
Period after the termination of your  employment with the Company,  for your own
account or for the  account of any other  person,  (i)  solicit or divert to any
Competitive  Business  any  individual  or entity who is then a customer  of the
Company or any  subsidiary  or affiliate of the Company or who was a customer of
the Company or any  subsidiary or affiliate  during the  preceding  twelve-month
period,  (ii) employ,  retain as a consultant,  attempt to employ or retain as a
consultant,  or solicit or assist  any  Competitive  Business  in  employing  or
retaining as a consultant  any individual who is then an employee of the Company
or any  subsidiary  or  affiliate  or who was  employed  by the  Company  or any
subsidiary  or affiliate  during the  preceding  twelve-month  period,  or (iii)
otherwise interfere in any material respect with the Company's relationship with
any of its suppliers,  customers,  employees or consultants;  provided, however,
that you shall not be prohibited  from  contacting  suppliers or customers after
termination of your  employment  with regard to matters that do not violate your
non-competition  or confidentiality  obligations  contained in Sections 5(a) and
6(a) or interfere in any material respect with the Company's  relationship  with
such parties.

            (c) You shall at all times promptly disclose to the Company, in such
form  and  manner  as  the  Company  reasonably  may  require,  any  inventions,
improvements or procedural or  methodological  innovations,  programs,  methods,
forms,  systems,  services,  designs,  marketing  ideas,  products or  processes
(whether or not capable of being trademarked, copyrighted or patented) conceived
or developed  or created by you during and in  connection  with your  employment
hereunder  and  which  relate  to the  business  of the  Company  ("Intellectual
Property").  All such  Intellectual  Property  shall be the sole property of the
Company.  You shall


                                      -4-


execute such instruments and perform such acts as reasonably may be requested by
the Company to  transfer  to and perfect in the Company all legally  protectable
rights in such Intellectual Property. If the Company is unable for any reason to
secure your signature on such instruments,  you hereby  irrevocably  appoint the
Company  and its  officers  and agents as your agents and  attorneys-in-fact  to
execute  such  instruments  and to do such  things with the same legal force and
effect as if executed or done by you.

            (d) All written,  electronic and other tangible  materials,  records
and documents made by you or coming into your possession  during your employment
concerning any products, processes or equipment,  manufactured, used, developed,
investigated  or considered by the Company or otherwise  concerning the business
or affairs of the Company,  shall be the sole property of the Company,  and upon
termination of your  employment,  or upon the request of the Company during your
employment,  you  shall  deliver  the same to the  Company.  In  addition,  upon
termination  of your  employment,  or upon  request of the  Company  during your
employment,  you shall deliver to the Company all other Company property in your
possession or under your control,  including Confidential or Proprietary Data or
Information and all Company credit cards and computer and telephone equipment.

            7.  Equitable  Relief.  With respect to the  covenants  contained in
Sections 5 and 6 of this Agreement,  you acknowledge  that any remedy at law for
any breach of said covenants may be inadequate and that the Company, in addition
to its rights at law,  shall be entitled to  specific  performance  or any other
mode of injunctive or other equitable relief to enforce its rights hereunder.

            8.  Termination of Term. The Term shall terminate upon the following
terms and conditions:

            (a) The Term shall automatically terminate upon your death.

            (b) The Term may be terminated by the Company upon your  Disability.
For purposes of this Agreement,  "Disability" shall mean your inability,  due to
reasons of  physical  or mental  health,  to  discharge  properly a  substantial
portion of your duties  hereunder for any 180 days (whether or not  consecutive)
during any period of 365  consecutive  days,  as  determined in the opinion of a
physician reasonably satisfactory to both you and the Company. If the parties do
not agree on a mutually  satisfactory  physician  within ten days after  written
demand by one or the other,  a physician  shall be selected by the  president of
the Pennsylvania  Medical  Association,  and the physician shall, within 30 days
thereafter, make a determination as to whether Disability exists and certify the
same in writing. The services of the physician shall be paid for by the Company.
You shall fully  cooperate with the examining  physician,  including  submitting
yourself to such  examinations  as may be  requested  by the  physician  for the
purpose of determining whether you are disabled.

            (c) The Term shall terminate  immediately if the Company  terminates
your employment for Cause.  For purposes of this Agreement,  "Cause" shall exist
upon a finding by the Board of Directors of any of the following:  (i) an act or
acts of willful  material  misrepresentation,  fraud or  dishonesty  by you that
results in the  personal  enrichment  of you or another  person or entity at the
expense of the Company;  (ii) your  admission,  confession  or


                                      -5-


conviction  of any  felony or any other  crime or  offense  involving  misuse or
misappropriation of money or other property; (iii) any act involving gross moral
turpitude  by you that  adversely  affects  the  Company;  (iv)  your  continued
material  breach of any  obligations  under  this  Agreement  30 days  after the
Company has given you notice  thereof in reasonable  detail,  if such breach has
not been cured by you during such period;  or (v) your willful  misconduct  with
respect to your duties or gross misfeasance of office.

            For purposes of this Section 8(c), no act or failure to act, on your
part shall be considered  "willful" unless it is done, or omitted to be done, by
you in bad faith or without  reasonable  belief that your action or omission was
in the best  interests  of the Company.  Any act, or failure to act,  based upon
authority  given pursuant to a resolution duly adopted by the Board of Directors
or based  upon the  advice of  counsel  for the  Company  shall be  conclusively
presumed to be done, or omitted to be done, by you in good faith and in the best
interests of the Company.  Your termination of employment shall not be deemed to
be for Cause  unless  prior to such  termination  you have  received a copy of a
resolution duly adopted by the  affirmative  vote of not less than a majority of
the  disinterested  membership  of the Board of  Directors  at a meeting of such
Board of Directors called and held for such purpose (after  reasonable notice is
provided to you and you are given an  opportunity  to be heard before such Board
of  Directors),  finding  that,  in the  good  faith  opinion  of the  Board  of
Directors,  you are guilty of the conduct  described in clause (i), (ii), (iii),
(iv) or (v) above.

            (d) The Term shall  terminate if your  employment is terminated in a
Change of Control Termination (as defined in Exhibit A).

            (e) The Term shall  terminate upon the expiration of the thirty (30)
day  period  after  delivery  of a  Termination  Notice  if your  employment  is
terminated by the Company without Cause or by you.

            9. Compensation Upon Termination of Term.

            (a) For Any Reason.  Upon  termination  of the Term: (i) you or your
estate,  as applicable,  shall be paid within  fifteen  business days after your
date of termination  (A) your Base Salary through the date of  termination,  (B)
any then-unpaid  Annual Bonus or other incentive  compensation that you may have
earned pursuant to the terms of any applicable  incentive  compensation or bonus
plan of the Company with respect to any fiscal year or other performance  period
completed  prior to your date of termination,  and (C) any  then-unused  accrued
vacation pay; (ii) you, your  beneficiaries  and/or your estate,  as applicable,
shall be entitled to any payments and benefits  under the benefits and incentive
plans and perquisite  programs of the Company, in accordance with the respective
terms of those plans and perquisite programs (including without limitation,  any
conversion option available to you under the Company's life insurance  plan(s));
and  (iii) you or your  estate,  as  applicable,  shall be  reimbursed  for your
business  expenses  incurred prior to  termination in accordance  with Section 4
above.

            (b) Change of Control Termination.  Upon the termination of the Term
by reason of a Change of Control Termination, you shall receive the payments and
benefits set forth in Exhibit A.


                                      -6-


            (c) Other Involuntary  Terminations or Breach Termination.  Upon the
termination  of  the  Term  that  is  not  by  reason  of a  Change  of  Control
Termination,  but results from either a termination by the Company without Cause
other than as a result of your death or Disability,  or termination by you which
is a  Breach  Termination,  you  shall  also  receive  the  following  payments;
provided,  however,  that any  payment  made  under this  Section  9(c) shall be
reduced  by any amount  paid or payable to you with  respect to the same type of
payment under any other plan  maintained by the Company to avoid  duplication of
payments:

                  (i) The  Company  shall pay you an  amount  equal to your Base
            Salary at the rate in effect on the date of termination.  Payment of
            such amount will commence in the form of normal payroll installments
            through  the  period  ending  as of  the  end of  the  second  month
            following  the  later  of  (A)  the  calendar  year  in  which  your
            termination  of  employment  occurs or (B) the  taxable  year of the
            Company in which your termination of employment  occurs. The balance
            of such payments  shall be made in a single lump sum payable  within
            the fifteen day period immediately following the end of the month in
            which installment payments are to cease.

                  (ii) If you  terminate  employment  on or  after  May 1st of a
            fiscal  year,  you shall be  entitled  to an  Annual  Bonus for that
            fiscal year,  based on the actual bonus earned under the  applicable
            bonus plan for the fiscal  year,  pro-rated to reflect the number of
            business  days during the fiscal year in which you were  employed by
            the  Company.  This bonus shall be paid only when and if bonuses are
            paid to other senior  executives of the Company for such year,  but,
            if any such  bonus is  payable,  it shall be paid no later  than the
            15th day of the third month  following the later of (A) the calendar
            year in which  your  termination  of  employment  occurs  or (B) the
            taxable year of the Company in which your  termination of employment
            occurs.

            As used in this Section  9(c), a "Breach  Termination"  shall mean a
termination  of your  employment by you due to a material  breach by the Company
either prior to a Change of Control or following two years after the  occurrence
of a Change of Control, of the provisions of this Agreement, which breach is not
cured  within  thirty (30) days  following  notice by you to the Company of such
breach which specifies in detail the  circumstances  giving rise to such breach.
In order  for a  termination  by you to be a Breach  Termination,  you must give
notice to the  Company of a  material  breach by the  Company of this  Agreement
within 60 days of the date you learn of the  circumstances  giving  rise to such
material  breach and you must actually  give a Termination  Notice in accordance
with  Section  1 within  the  30-day  period  following  the  expiration  of the
Company's cure period for such breach.

            (d) The  payment  by the  Company  of any  compensation  or  Welfare
Benefits, if any, pursuant to Section 9(c) and Exhibit A shall be conditioned on
your  execution of a Release (a "Release") in a form provided by and  acceptable
to the Company.  Such Release  shall be  substantially  in the form of Exhibit B
hereto but may be  modified by the  Company in its sole  discretion  as it deems
appropriate to reflect changes in law or circumstances arising after the date of
this Agreement;  provided,  however, that no such modification shall reduce your
rights or


                                      -7-


increase  your  obligations  to the  Company  over  those  contemplated  in this
Agreement, including the Exhibits hereto.

            10. Indemnification. Prior to a Change of Control, the Company shall
indemnify you for your acts as an officer and director in the manner provided in
the  by-laws  of the  Company,  as in effect  from time to time.  On and after a
Change of Control,  the Company shall  indemnify you for your acts as an officer
and  director  of the  Company  in a  manner  no less  favorable  to you than as
provided in the current by-laws of the Company.

            11.  Representations.  You hereby represent and warrant that you are
not subject to any  employment  agreement,  non-competition  or  confidentiality
agreement or other  commitment  that either  would be violated by your  entering
into or performing your obligations  under this Agreement or that would restrict
in any manner or interfere with the performance of your  obligations  under this
Agreement.  You hereby further  represent and warrant that you have not revealed
to the Company or any employee of the Company any  confidential  information  of
any former employer, and you agree that you will not do so in the future.

            12. Entire Agreement;  Modification;  Construction.  This Agreement,
together with the Exhibits  hereto and those  portions of the offer letter dated
September  11, 2005 (the "Offer  Letter")  not  specifically  addressed  in this
Agreement,  and all  other  employee  benefit  plans in which  you  participate,
constitute the full and complete understanding of the parties, and supersede all
prior agreements and understandings,  oral or written, between the parties, with
respect to the subject matter hereof;  provided,  however,  that if the terms of
any such employee benefit plan shall be inconsistent with the provisions to this
Agreement,  the terms of the  benefit  plan  shall  prevail.  The Offer  Letter,
Exhibit A and Exhibit B are hereby  incorporated by reference and made a part of
this   Agreement.   Each   party  to  this   Agreement   acknowledges   that  no
representations,  inducements,  promises or agreements,  oral or otherwise, have
been made by either party, or anyone acting on behalf of either party,  that are
not set forth or  referred  to herein.  This  Agreement  may not be  modified or
amended  except by an  instrument  in writing  signed by the party against which
enforcement thereof may be sought.

            13.  Severability.  Any term or provision of this  Agreement that is
held to be  invalid  or  unenforceable  in any  jurisdiction  shall,  as to that
jurisdiction,  be ineffective to the extent that invalidity or  unenforceability
without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or  enforceability  of any of the terms
or provisions of this Agreement in any other jurisdiction.

            14. Waiver of Breach.  The waiver by either party of a breach of any
provision of this  Agreement,  which waiver must be in writing to be  effective,
shall not operate as or be construed as a waiver of any subsequent breach.

            15. Notices.  All notices hereunder shall be in writing and shall be
sent by messenger or by certified or registered mail,  postage  prepaid,  return
receipt  requested,  if to you, to your residence set forth above, and if to the
Company,  to the Vice President,  Human Resources,  at the Company's address set
forth above,  or to such other address as either party to this  Agreement  shall
specify to the other.


                                      -8-


            16.  Assignability;  Binding  Effect.  This  Agreement  shall not be
assignable by either party,  except that it may be assigned by the Company to an
acquiror  of all or  substantially  all of the  assets of the  Company  or other
successor  to the  Company,  subject  to your  rights  arising  from a Change of
Control as provided in Exhibit A and your other rights hereunder. This Agreement
shall  be  binding   upon  and  inure  to  the   benefit  of  you,   your  legal
representatives,  heirs and distributees, and shall be binding upon and inure to
the benefit and detriment of the Company, its successors and assigns.

            17. No Mitigation Required. No Offset.  Following any termination of
your employment hereunder, you shall have no obligation to seek other employment
but shall not be prohibited  from doing so, and no  compensation  paid to you as
the result of any other  employment shall reduce any payment or benefit required
to be provided by the Company  hereunder.  Not in limitation of any other rights
which the Company may have,  including without  limitation,  injunctive or other
equitable relief, in the event of a violation by you of any of the covenants set
forth in Section 5, Section 6 or Section 19 hereof, the Company may cease paying
any  compensation  and  benefits,  if any, to you under Section 9 hereof and may
seek recovery of any such amount paid to you during any period in which you were
in  violation  of the  provisions  of  Section 5,  Section 6 or Section  19. The
cessation  and/or  recovery of any of the payments  described in Section 9(c) in
connection  with any such  violation  shall not be deemed  to be  evidence  that
monetary  damages are  sufficient to cure any damage to the Company for any such
violation.

            18.  Governing  Law.  All  questions  pertaining  to  the  validity,
construction, execution and performance of this Agreement shall be construed and
governed  in  accordance  with the  laws of the  Commonwealth  of  Pennsylvania,
without giving effect to the conflicts or choice of law provisions thereof.

            19.  Nondisparagement.  You  agree  not  to  publicly  or  privately
disparage the Company,  its personnel,  products or services  either during your
employment by the Company or during the Restricted Period.

            20. Survival.  All of the provisions of this Agreement that by their
terms are to be performed or that otherwise are to endure after the  termination
of this Agreement and/or the termination of your employment,  including, without
limitation,  Sections 5, 6, 7, 10, 17 and 19, shall survive the  termination  of
your employment and shall continue in effect for the respective  periods therein
provided or contemplated.

            21. Headings. The headings in this Agreement are intended solely for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

            22.  Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

            23.  Dispute  Resolution.  In the event of any claim or  controversy
arising out of or relating to this Agreement or the  performance,  construction,
interpretation,  enforcement  or


                                      -9-


breach hereof  (excluding  injunctive  and other  equitable  relief  regarding a
dispute  over the  covenants  contained  in  Sections  5, 6, and 19  hereof)  (a
"dispute"),  the parties shall settle  disputes in accordance  with this Section
23.

            (a) Notice and  Selection of  Arbitrators.  The parties  shall first
attempt to settle any disputes amicably between themselves.  Should they fail to
do so,  either  party may,  upon written  demand from the claiming  party of the
specific nature of any purported  claims and the amount of damages  attributable
to each such  claim,  served  upon the  other,  submit  such  dispute to binding
arbitration.  The arbitration  panel shall consist of three  arbitrators,  shall
take place in  Philadelphia,  Pennsylvania  and shall proceed in accordance with
the employment dispute resolution rules of the American Arbitration  Association
("AAA").

            Within 15 days after the  commencement of  arbitrations,  each party
shall select one arbitrator  from a list of  arbitrators  provided by the AAA. A
third neutral arbitrator shall be designated by the arbitrators  selected by the
parties within 15 days of their appointment. In the event that any arbitrator is
not appointed within the prescribed time period,  then either party may apply to
the AAA for the  appointment of such  arbitrator.  Prior to the  commencement of
hearings, each of the arbitrators appointed shall provide an oath or undertaking
of impartiality.

            (b) Hearings.  After the arbitrators have been appointed as provided
above,  the  arbitrators  shall  hold such  meetings  as a party may  reasonably
request and at such meetings hear and consider any evidence that a party desires
to present.  Within 60 days after the appointment of the third  arbitrator,  the
arbitrators shall make their determination.

            (c)   Determinations.   The  determination  of  a  majority  of  the
arbitrators shall be final and binding on the parties, regardless of whether one
of  the  parties  fails  or  refuses  to  participate  in the  arbitration.  The
arbitrators  shall  have the power and  authority  to grant any remedy or relief
they deem just and equitable,  including injunctive relief, specific performance
(excluding,  however,  equitable  relief  regarding a dispute over the covenants
contained in Sections 5, 6 and 19 hereof),  and reasonable costs and expenses of
such  arbitration  and  attorneys'  fees.  Absent  any  specific  order  of  the
arbitrators,  the costs and expenses of the arbitration shall be paid equally by
the  parties.  The  arbitration  award,  decree or order shall be in writing and
shall be  accompanied  by a  reasoned  opinion.  The award may be entered in any
court of competent  jurisdiction,  and any judgment,  decree or order entered in
any such court and any related  orders may be  enforced  as any other  judgment,
decree or order of such court.  The  arbitration  proceedings and all materials,
submissions and documents relating thereto shall be confidential,  and except as
may be  required  by law  neither a party nor an  arbitrator  may  disclose  the
existence,  contents or results of any arbitration hereunder without the consent
of all parties  hereto.  All disputes  shall be resolved in accordance  with the
laws of the Commonwealth of Pennsylvania.

            (d)  Qualifications  of  Arbitrators.  Any  arbitrator  chosen by or
through the AAA shall be chosen from a class of disinterested  experts qualified
by education,  training and/or experience to resolve the particular  issue(s) in
dispute in an informed and efficient manner.

            (e) Preservation of Remedies.  Notwithstanding the preceding binding


                                      -10-


arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that  any  party  may  exercise  before,  during  or after an
arbitration  proceeding is brought.  The parties shall have the right to proceed
in any court of proper jurisdiction or by self-help to exercise or prosecute the
following remedies, as applicable:  obtaining provisional or ancillary remedies,
including injunctive and other equitable relief with regard to disputes over the
covenants contained in Sections 5, 6 and 19 hereof.

            If you  are  in  agreement  with  the  foregoing,  please  sign  the
duplicate original in the space provided below and return it to the Company.

                                    C&D TECHNOLOGIES, INC.


                                    By: /s/ Jeffrey A. Graves
                                    --------------------------------------------
                                                Jeffery A. Graves
                                    Title:  President & Chief Executive Officer

Agreed as of the date above written:


/s/ William Bachrach
- ---------------------------
    William Bachrach


                                      -11-


                                    EXHIBIT A
                    TO EMPLOYMENT AGREEMENT (THE "AGREEMENT")
                        OF WILLIAM BACHRACH ("EXECUTIVE")

(Capitalized terms used herein and not otherwise defined have the meanings given
to them in the Agreement.)

I. Change of Control  Termination.  A "Change of Control  Termination" means the
occurrence  of any of the  following  within 24 months after a Change of Control
(as  defined  below):  (a)  the  Executive's  employment  with  the  Company  is
terminated  by the  Executive  pursuant  to a  Termination  for Good  Reason (as
defined below); or (b) the Executive's employment with the Company is terminated
by the Company for any reason other than death, Disability or for Cause.

II. Certain Other Definitions.

      (a)  Change of  Control.  For  purposes  of the  Agreement,  a "Change  of
Control" shall mean the first to occur of:

            1. The  acquisition by any  individual,  entity or group (within the
            meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange
            Act of 1934,  as  amended  (the  "Exchange  Act")) (a  "Person")  of
            beneficial  ownership  (within the meaning of Rule 13d-3 promulgated
            under  the  Exchange   Act)  of  30%  or  more  of  either  (A)  the
            then-outstanding   shares  of  common  stock  of  the  Company  (the
            "Outstanding Company Common Stock") or (B) the combined voting power
            of the then-outstanding voting securities of the Company entitled to
            vote  generally  in the  election  of  directors  (the  "Outstanding
            Company Voting Securities");  provided,  however, that, for purposes
            of  this  Section  II(a)1,  the  following  acquisitions  shall  not
            constitute a Change of Control:  (i) any  acquisition  directly from
            the  Company,  (ii)  any  acquisition  by  the  Company,  (iii)  any
            acquisition  by  any  employee   benefit  plan  (or  related  trust)
            sponsored  or  maintained  by  the  Company  or  any  majority-owned
            subsidiary  of  the  Company,   or  (iv)  any   acquisition  by  any
            corporation pursuant to a transaction that complies with Subsections
            (A), (B) and (C) of Section II(a)3 below.

            2. Individuals  who, as of the date hereof,  constitute the Board of
            Directors  (the  "Incumbent   Board")  cease,  for  any  reason,  to
            constitute at least a majority of the Board of Directors;  provided,
            however,  that any individual  becoming a director subsequent to the
            date of the Agreement whose election,  or nomination for election by
            the  Company's  stockholders,  was  approved  by a vote of at  least
            two-thirds  of the directors  then  comprising  the Incumbent  Board
            shall be considered as though such  individual  were a member of the
            Incumbent  Board,  but  excluding,   for  this  purpose,   any  such
            individual whose initial  assumption of office occurs as a result of
            an  actual  or  threatened  election  contest  with  respect  to the
            election  or  removal of  directors  or other  actual or  threatened
            solicitation  of  proxies  or  consents  by or on behalf of a Person
            other than the Board of Directors.


                                      A-1


            3.  Consummation  of  a  reorganization,   merger,  statutory  share
            exchange or consolidation or similar corporate transaction involving
            the Company or any of its subsidiaries,  a sale or other disposition
            of all or  substantially  all of the assets of the  Company,  or the
            acquisition  of assets or stock of another  entity by the Company or
            any of its subsidiaries  (each, a "Business  Combination"),  in each
            case  unless,  following  such  Business  Combination,  (A)  all  or
            substantially  all of the  individuals  and  entities  that were the
            beneficial  owners of the  Outstanding  Company Common Stock and the
            Outstanding  Company  Voting  Securities  immediately  prior to such
            Business Combination beneficially own, directly or indirectly,  more
            than 50% of the  then-outstanding  shares  of  common  stock and the
            combined  voting  power of the  then-outstanding  voting  securities
            entitled to vote generally in the election of directors, as the case
            may be, of the corporation  resulting from such Business Combination
            (including,  without limitation,  a corporation that, as a result of
            such  transaction,  owns the Company or all or substantially  all of
            the  Company's  assets  either  directly  or  through  one  or  more
            subsidiaries)  in  substantially   the  same  proportions  as  their
            ownership  immediately  prior to such  Business  Combination  of the
            Outstanding  Company Common Stock and the Outstanding Company Voting
            Securities,  as the  case  may  be,  (B) no  Person  (excluding  any
            corporation resulting from such Business Combination or any employee
            benefit plan (or related  trust) of the Company or such  corporation
            resulting  from  such  Business   Combination)   beneficially  owns,
            directly  or  indirectly,   30%  or  more  of,   respectively,   the
            then-outstanding shares of common stock of the corporation resulting
            from such Business  Combination or the combined  voting power of the
            then-outstanding  voting securities of such  corporation,  except to
            the  extent  that  such  ownership  existed  prior  to the  Business
            Combination, and (C) at least a majority of the members of the board
            of  directors  of  the  corporation  resulting  from  such  Business
            Combination  were members of the Incumbent  Board at the time of the
            execution of the initial  agreement or of the action of the Board of
            Directors providing for such Business Combination; or

            4.  Approval  by the  stockholders  of  the  Company  of a  complete
            liquidation or dissolution of the Company.

Notwithstanding  the  foregoing,  no Change of Control of the  Company  shall be
deemed to have occurred for purposes of this  Agreement by reason of any actions
or events in which the Executive  participates  in a capacity  other than in his
capacity as an executive or director of the Company.

      (b)  Termination  for Good  Reason.  For  purposes  of this  Exhibit  A, a
"Termination for Good Reason" means a termination of the Executive's  employment
by the Executive by written  Termination  Notice given to the Company  within 90
days after the Executive  learns of the  occurrence of the Good Reason event.  A
Termination Notice for a Termination for Good Reason shall indicate the specific
provision in Section II(c) relied upon and shall set forth in reasonable  detail
the facts and circumstances  claimed to provide a basis for Termination for Good
Reason. The failure by the Executive to set forth in such Termination Notice any
facts or circumstances  which contribute to the showing of Good Reason shall not
waive any right of Executive  hereunder or preclude the Executive from asserting
such fact or  circumstance  in


                                      A-2


enforcing his rights  hereunder.  The  Termination  Notice for a Termination for
Good Reason shall  provide for a date of  termination  not less than 10 nor more
than 60 days after the date such Termination Notice is given.

      (c) Good Reason.  For purposes of this Exhibit A, "Good Reason" shall mean
the occurrence,  without the Executive's  express written consent, of any of the
following circumstances,  unless such circumstances are fully corrected prior to
the date of termination  specified in the  Termination  Notice for a Termination
for Good  Reason as  contemplated  in  Section  II(b)  above:  (i) any  material
diminution of the Executive's  positions with Company or any material  positions
with its  subsidiaries  or  affiliates,  duties  or  responsibilities  hereunder
(except  in each case in  connection  with the  termination  of the  Executive's
employment  for  Cause  or  due to  the  Executive's  Disability  or  death,  or
temporarily  as a  result  of  Executive's  illness  or other  absence),  or the
assignment to the Executive of duties or responsibilities  that are inconsistent
with the  Executive's  position  under the  Agreement at the time of a Change of
Control;  (ii)  removal of the  Executive  from,  or the  failure to reelect the
Executive  to, any office he holds with the Company as of the date of the Change
of Control;  (iii) relocation of the Company's  principal executive offices to a
location that increases the  Executive's  commute to work by more than 35 miles:
(iv)  failure by the  Company,  after the Change of Control,  (A) to continue in
effect,  without amendment adverse to the Executive,  any bonus plan, program or
arrangement in which the Executive is entitled to participate  immediately prior
to the Change of Control  (the  "Bonus  Plans"),  provided  that it shall not be
"Good Reason" if the Company  amends or  terminates  any Bonus Plan but provides
the Executive with  substantially  similar benefits under comparable  substitute
plans ("Substitute Plans"), or (B) to continue the Executive as a participant in
the  Bonus  Plans  and/or  Substitute  Plans  on at least  the same  basis as to
potential amount of the bonus and  substantially  the same level of criteria for
achievability thereof as the Executive  participated in immediately prior to any
change in such  plans or  awards,  in  accordance  with the Bonus  Plans and the
Substitute  Plans;  (v) any  failure to pay the  Executive  his Base Salary in a
timely  manner  or any  reduction  in the  amount  of the Base  Salary  (vi) any
material  breach by the  Company of any  provision  of the  Agreement;  or (vii)
failure of any successor to the Company to promptly  acknowledge  in writing the
obligations of the Company hereunder.

III.  Payments and  Benefits.  If a Change of Control  Termination  occurs,  the
Executive shall be entitled to receive, subject to the execution of the Release,
the payments  and benefits set forth below in this Section III in  consideration
of the Executive's agreements under the Agreement,  including but not limited to
the  Executive's  agreement  not to compete with the Company for a period of one
year  after a Change of Control  Termination  pursuant  to  Section  5(a) of the
Agreement;  provided,  however,  that any payment made or benefit provided under
this Section III shall be reduced by any amount paid or payable to the Executive
and/or  the  Executive's  family  with  respect  to the same type of  payment or
benefit under any other plan  maintained by the Company to avoid  duplication of
payments or benefits:

      (a) The Company shall pay to the Executive  within  fifteen days following
the Change of Control Termination,  a lump sum amount equal to (i) two times the
sum of (x)  the  Base  Salary  as in  effect  immediately  before  the  date  of
termination  (disregarding any reduction thereof in violation of Section 2(a) of
the Agreement) and (y) the Annual Bonus Amount.  The "Annual Bonus Amount" shall
mean the greater of (i) the average of the Annual  Bonuses paid to the


                                      A-3


Executive with respect to each of the three most recently completed fiscal years
of the Company before the date of termination for which a bonus has been paid or
(ii) the  Executive's  Targeted Bonus Amount.  The  Executive's  "Targeted Bonus
Amount" shall mean (x) the higher of 35% and the  percentage of the  Executive's
targeted  bonus  in  effect  before  the date of  termination  for  purposes  of
determining the  Executive's  Annual Bonus for the year in which the termination
occurs, times (y) the amount of the Executive's Base Salary as in effect for the
year in which the Executive's  termination  occurs  (disregarding  any reduction
thereof in violation of Section 2(a) of the Agreement).

      (b) The  Company  shall  for two  years  after  the date of the  Change of
Control  Termination   provide  the  Executive  and  the  Executive's   eligible
beneficiaries  (if applicable) with Welfare Benefits (as defined below) provided
to the  Executive  prior  to the  Change  of  Control  Termination,  other  than
disability insurance and severance. Notwithstanding the foregoing, to the extent
the  Company's  plans  providing  Welfare  Benefits do not permit the  continued
participation by the Executive and/or the Executive's eligible  beneficiaries or
such  participation  would  have an  adverse  tax impact on such plans or on the
other  participants in such plans or is otherwise  prohibited by applicable law,
the Company may instead provide materially  equivalent benefits to the Executive
and/or the Executive's eligible  beneficiaries outside such plans (which, in the
case of medical  insurance  benefits,  may be provided  by the Company  paying a
portion of the premium for the continuation of such medical benefits pursuant to
the provisions of the Consolidated  Omnibus Budget  Reconciliation Act ("COBRA")
which is equal to the portion of the  premium it then pays for active  executive
employees' medical premiums. The Executive's entitlement to COBRA coverage shall
in  any  event  be  measured  from  the  date  of   termination  of  employment.
Furthermore, if the Company is unable to continue the Executive's life insurance
coverage,  it shall pay the Executive an amount equal to the premium paid during
the year prior to termination times the number of months for which such benefits
would have otherwise been continued hereunder.  The Executive agrees to complete
such forms and take such physical examinations as may be reasonably requested by
the Company in connection with such life insurance coverage.  "Welfare Benefits"
means benefits  under all health and medical  (other than executive  physicals),
life and other  welfare  plans  (as  defined  in  Section  3(l) of the  Employee
Retirement Income Security Act of 1974, as amended),  in which the Executive was
participating  immediately  prior  to  the  date  of  termination,   except  for
disability plans and severance plans.

      (c) All  outstanding  Options and  restricted  stock awards that have been
granted to the  Executive by the Company at any time but have not yet expired or
vested and upon which  vesting  depends  solely upon the  Executive's  remaining
employed by the Company for a specified period of time,  shall  immediately vest
or  become  nonforfeitable,  as the  case may be.  In the  event  the  foregoing
sentence becomes applicable,  the Company agrees to cause the Board of Directors
to take all steps necessary to implement the foregoing sentence.

      (d)  The  Company,  at its  expense,  shall  provide  the  Executive  with
outplacement  services  at a level  appropriate  for the  most  senior  level of
executive employees through an outplacement firm of the Executive's choice for a
period of up to one year after the date of the Change of Control Termination.


                                      A-4


IV. Certain Additional Payments.

      (a)  Anything  in  the  Agreement  and  this  Exhibit  A to  the  contrary
notwithstanding  and  except  as set  forth  below,  in the  event  it  shall be
determined  that any  Payment  would be  subject  to the  Excise  Tax,  then the
Executive  shall be entitled to receive an  additional  payment  (the  "Gross-Up
Payment") in an amount such that,  after  payment by the  Executive of all taxes
(and any interest or penalties  imposed with respect to such taxes),  including,
without  limitation,  any income taxes (and any interest and  penalties  imposed
with respect thereto) and Excise Tax imposed upon the Gross-Up Payment and after
the payment of all  additional  taxes and  interest  imposed  under Code Section
409A(a)(1)(B)  on the  Gross-Up  Payment and any  severance  payment made to the
Executive  hereunder,  the Executive  retains an amount of the Gross-Up  Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section IV(a),  if it shall be determined  that the Executive
is  entitled  to the  Gross-Up  Payment,  but  that the  Parachute  Value of all
Payments  does not  exceed  110% of the Safe  Harbor  Amount,  then no  Gross-Up
Payment  shall be made to the  Executive  and the  amounts  payable  under  this
Agreement shall be reduced so that the Parachute  Value of all Payments,  in the
aggregate,  equals the Safe Harbor Amount.  The reduction of the amounts payable
hereunder,  if  applicable,  shall be made by first  reducing the payments under
Section  III(a) of this Exhibit A unless an  alternative  method of reduction is
elected by the Executive,  and in any event shall be made in such a manner as to
maximize the Value of all Payments actually made to the Executive.  For purposes
of reducing the Payments to the Safe Harbor Amount,  only amounts  payable under
this Agreement (and no other Payments) shall be reduced. If the reduction of the
amount  payable  under this  Agreement  would not result in a  reduction  of the
Parachute  Value of all Payments to the Safe Harbor Amount,  no amounts  payable
under the  Agreement  shall be  reduced  pursuant  to this  Section  IV(a).  The
Company's  obligations  under this Section IV shall not be conditioned  upon the
Executive's termination of employment, and they shall survive the termination of
the  Executive's  employment  and the Term with respect to any Payments that are
determined by the Accounting  Firm to be contingent on a "change of control" (as
defined in Section 280G of the Code) of the Company that occurs during the Term.

      (b)  Subject  to the  provisions  of  Section  IV(c),  all  determinations
required to be made under this Section IV, including whether and when a Gross-Up
Payment is required,  the amount of such Gross-Up Payment and the assumptions to
be utilized in arriving at such  determination,  shall be made by KPMG,  or such
other  nationally   recognized  certified  public  accounting  firm  as  may  be
designated by the Executive (the "Accounting  Firm").  The Accounting Firm shall
provide detailed  supporting  calculations both to the Company and the Executive
within 15 business days of the receipt of notice from the  Executive  that there
has been a Payment or such earlier  time as is requested by the Company.  In the
event  that the  Accounting  Firm is serving as  accountant  or auditor  for the
individual,  entity or group effecting the Change of Control,  the Executive may
appoint another nationally recognized accounting firm to make the determinations
required  hereunder  (which  accounting  firm shall then be  referred  to as the
Accounting Firm  hereunder).  All fees and expenses of the Accounting Firm shall
be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant to
this  Section  IV,  shall be paid by the  Company to the  Executive  within five
business  days of the  receipt of the  Accounting  Firm's  determination,  which
determination  shall be made no later than the end of the second month following
the later of (1) the calendar year in which the Executive's  employment with the
Company  terminates  and (2)  the  taxable  year of the  Company  in  which  the
Executive's


                                      A-5


employment with the Company terminates. In the event that such determination can
not be made within such period, payment may be made as soon as practicable after
such  determination  can be made. Any determination by the Accounting Firm shall
be binding upon the Company and the Executive. As a result of the uncertainty in
the  application  of  Section  4999  of the  Code  at the  time  of the  initial
determination  by the Accounting  Firm  hereunder,  it is possible that Gross-Up
Payments that will not have been made by the Company  should have been made (the
"Underpayment"), consistent with the calculations required to be made hereunder.
In the event the Company exhausts its remedies pursuant to Section IV(c) and the
Executive  thereafter  is  required  to make a payment  of any Excise  Tax,  the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such  Underpayment  shall be promptly  paid by the Company to or for the
benefit of the Executive.

      (c) The Executive  shall notify the Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company of the Gross-Up  Payment.  Such  notification  shall be given as soon as
practicable, but no later than ten business days after the Executive is informed
in writing of such claim.  The Executive shall apprise the Company of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which the  Executive  gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company  notifies the  Executive in writing prior to
the  expiration  of such period that the Company  desires to contest such claim,
the Executive shall:

            (1) give the Company any  information  reasonably  requested  by the
            Company relating to such claim,

            (2) take such action in connection with contesting such claim as the
            Company  shall  reasonably  request  in  writing  from time to time,
            including,  without limitation,  accepting legal representation with
            respect  to such claim by an  attorney  reasonably  selected  by the
            Company,

            (3) cooperate with the Company in good faith in order to effectively
            contest such claim, and

            (4) permit the Company to participate in any proceedings relating to
            such claim;

provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest,  and shall indemnify and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties)  imposed as a result of such  representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this Section IV(c),
the Company shall control all proceedings taken in connection with such contest,
and,  at its sole  discretion,  may  pursue or forgo any and all  administrative
appeals,  proceedings,  hearings  and  conferences  with the  applicable  taxing
authority  in  respect  of such claim and may,  at its sole  discretion,  either
direct the  Executive to pay the tax claimed and sue for a refund or contest the
claim in any  permissible  manner,  and the Executive  agrees to prosecute  such
contest to a


                                      A-6


determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive,  on an  interest-free  basis,  and shall indemnify and
hold the  Executive  harmless,  on an  after-tax  basis,  from any Excise Tax or
income tax  (including  interest  or  penalties)  imposed  with  respect to such
advance or with respect to any imputed  income in connection  with such advance;
and provided, further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive  with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the Company's  control of the contest shall be limited to
issues with respect to which the Gross-Up  Payment  would be payable  hereunder,
and the  Executive  shall be entitled to settle or contest,  as the case may be,
any other  issue  raised by the  Internal  Revenue  Service or any other  taxing
authority.

      (d) If,  after the receipt by the  Executive  of a Gross-Up  Payment or an
amount advanced by the Company pursuant to Section IV(c), the Executive  becomes
entitled  to  receive  any refund  with  respect to the Excise Tax to which such
Gross-Up  Payment  relates or with respect to such claim,  the  Executive  shall
(subject to the Company's  complying with the  requirements of Section IV(c), if
applicable) promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto). If, after
the receipt by the  Executive of an amount  advanced by the Company  pursuant to
Section IV(c), a determination  is made that the Executive shall not be entitled
to any refund  with  respect to such claim and the  Company  does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of 30 days  after such  determination,  then such  advance  shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid.

      (e)  Notwithstanding  any other  provision of this Section IV, the Company
may,  in its sole  discretion,  withhold  and pay over to the  Internal  Revenue
Service  or any  other  applicable  taxing  authority,  for the  benefit  of the
Executive,  all or any portion of any Gross-Up Payment, and the Executive hereby
consents to such withholding.

      (f) Definitions. The following terms shall have the following meanings for
purposes of this Section IV.

            (i) "Code" shall mean the Internal Revenue Code of 1986, as amended,
      or any successor thereto.

            (ii)  "Excise Tax" shall mean the excise tax imposed by Section 4999
      of the Code,  together with any interest or penalties imposed with respect
      to such excise tax.

            (iii) "Parachute Value" of a Payment shall mean the present value as
      of the date of the change of control for  purposes of Section  280G of the
      Code of the portion of such Payment that constitutes a "parachute payment"
      under  Section  280G(b)(2),  as  determined  by the  Accounting  Firm  for
      purposes  of  determining  whether  and to what extent the Excise Tax will
      apply to such Payment.


                                      A-7


            (iv) A  "Payment"  shall  mean any  payment or  distribution  in the
      nature of  compensation  (within the meaning of Section  280G(b)(2) of the
      Code) to or for the  benefit  of the  Executive,  whether  paid or payable
      pursuant to this Agreement or otherwise.

            (v) The "Safe Harbor Amount" means 2.99 times the Executive's  "base
      amount," within the meaning of Section 280G(b)(3) of the Code.

            (vi) "Value" of a Payment shall mean the economic present value of a
      Payment as of the date of the change of control  for  purposes  of Section
      280G of the Code, as determined by the Accounting  Firm using the discount
      rate required by Section 280G(d)(4) of the Code.

V. Legal  Fees.  If,  following a Change of  Control,  if the  Company  fails to
perform any of its obligations  under this Agreement or the Company or any other
person  asserts  the  invalidity  of any  provision  of this  Agreement  and the
Executive  incurs any costs in  successfully  enforcing or defending  any of the
provisions of this Agreement, including legal fees and expenses and court costs,
the Company shall  reimburse  the Executive for all such costs  incurred by him,
unless the trier of fact in such dispute  determines  that the Executive has not
been at least partially successful in such enforcement or defense.


                                      A-8


                                    EXHIBIT B

                                     RELEASE

            This Release is made this _____ day of _______________,  ____ by and
between C&D  Technologies,  Inc.  ("Employer")  --------  and  William  Bachrach
("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  _____________________,  ____,  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 __ [and Exhibit A] 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  and
delivery to Employer of this Release..

            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 arising out
of his employment or termination of employment with Employer, such as all claims
for  wrongful  discharge,   breach  of  contract,  either


                                      B-1


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 Age
Discrimination  in Employment Act (ADEA),  the National Labor Relations Act, the
Fair Labor  Standards Act, the Employee  Retirement  Income Security Act of 1974
(ERISA),  as amended,  the Family and Medical Leave Act, the Pennsylvania  Human
Relations Act, the Pennsylvania  Wage Payment & Collection Law, the Pennsylvania
Minimum Wage Act of 1968, the Pennsylvania  Equal Pay Law, and any and all other
claims   arising  under  federal,   state  or  local  law,   rule,   regulation,
constitution, ordinance or public policy whether known or unknown, arising up to
and including the date of execution of this Release; provided, however, that the
parties do not release  each other from any claim of breach of the terms of this
Release.  This  release of rights does not extend to claims that may arise after
the date of this Release, including without limitation, for payments or benefits
described in Section 2 of this  Release,  nor to claims under  employee  benefit
plans that are qualified under Section 401(a) of the Internal  Revenue Code, nor
to any  rights  of  indemnification  by the  Company  to which the  Employee  is
otherwise  entitled.  Employee agrees that Employee will not initiate any charge
or complaint or institute any claim or lawsuit against  Releasees or any of them
based on any fact or circumstance  occurring up to and including the date of the
execution  by  Employee  of this  Release  based upon a claim  that is  released
hereunder.

            4. Employee  agrees that the payments  made and other  consideration
received  pursuant to this  Release are not to be  construed  as an admission of
legal  liability  by Releasees or any of them and that no person or entity shall
utilize this Release or the  consideration  received pursuant to this Release as
evidence of any admission of liability since Releasees expressly deny liability.

            5. Employee affirms that the only  consideration  for the signing of
this Release are the terms stated  herein and in the  Employment  Agreement  and
that no other  promise or agreement of any kind has been made to Employee by any
person or entity whatsoever to cause Employee to sign this Release.

            6. Employee and Employer  affirm that the  Employment  Agreement and
this Release set forth the entire agreement  between the parties with respect to
the subject matter contained  herein and supersede all prior or  contemporaneous
agreements  or  understandings  between the parties  with respect to the subject
matter contained herein. Further, there are no representations,  arrangements or
understandings, either oral or written, between the parties, which are not fully
expressed herein.  Finally,  no alteration or other modification of this Release
shall be effective unless made in writing and signed by both parties.

            7. Employee acknowledges that Employee has been given a period of at
least 21 days within which to consider this Release.

            8. Following the execution of this Release, Employee has a period of
seven days from the date of execution to revoke this  Release,  and this Release
shall not  become  effective  or  enforceable  until the  revocation  period has
expired.

            9.  Employee  certifies  that  Employee has returned to Employer all
keys,  identification  cards, credit cards, computer and telephone equipment and
other property or


                                      B-2


information of Employer in Employee's possession, custody, or control including,
but not limited to, any information  contained in any computer files  maintained
by Employee during Employee's employment with Employer.  Employee certifies that
Employee has not kept the originals or copies of any documents,  files, or other
property of Employer  which  Employee  obtained  or received  during  Employee's
employment with Employer.

            10.  Employee  acknowledges  and agrees that the  execution  of this
Release does not supercede any of the  provisions  of the  Employment  Agreement
which  otherwise  survive the  termination  of  Employee's  employment  with the
Employer, including without limitation, Section 5, 6, 7 and 19 thereof.

            11. Employee  acknowledges that Employer advised Employee to consult
with an attorney prior to executing this Release.

            12. Employee  affirms that Employee has carefully read this Release,
that Employee fully  understands  the meaning and intent of this document,  that
Employee has signed this Release  voluntarily  and knowingly,  and that Employee
intends to be bound by the promises  contained in this Release for the aforesaid
consideration.

            IN WITNESS WHEREOF,  Employee and the authorized  representative  of
Employer have executed this Release on the dates indicated below:

                                          C&D TECHNOLOGIES, INC.

Dated:                                    By:
      ----------------------------           -----------------------------------

                                          Title:
                                                --------------------------------

Dated:
      ----------------------------        --------------------------------------
                                          William Bachrach


                                      B-3


                                   ENDORSEMENT

            I, William Bachrach,  hereby acknowledge that I was given 21 days to
consider the foregoing  Release and voluntarily  chose to sign the Release prior
to the expiration of the 21-day period.

            I  declare   under   penalty  of  perjury  under  the  laws  of  the
Commonwealth of Pennsylvania that the foregoing is true and correct.

            EXECUTED   this  ________  day  of   __________________,   ____,  at
____________________________, Pennsylvania.


                                     ----------------------------
                                     William Bachrach


                                      B-4