C&D CHARTER POWER SYSTEMS, INC.
3043 Walton Road
Plymouth Meeting, PA 19462
April 3, 1995
Dr. Leslie S. Holden
121 Orchard Court
Blue Bell, PA 19422
Dear Dr. Holden:
We refer to the Employment Agreement (the "Employment
Agreement"), dated January 26, 1990, between C&D Charter Power
Systems, Inc., a Delaware corporation, and you.
Section 2 of the Employment Agreement is hereby amended
by inserting "(a)" after the caption thereof, and by inserting
the following new paragraph at the end of such Section:
"(b) If your employment hereunder shall be
terminated (i) by the Company without Cause
(as defined in Section 10(c) therefor having
been given to you (other than pursuant to
Sections 10(a) or lO(b), or (ii) as a result
of the non-renewal of this Agreement by the
Company upon expiration of the Initial Term
or any renewal term, then for a one year
period after the effective date of such
termination the Company shall pay you at the
rate of your Base Salary in effect at the
time of such termination.
Section 7(a) the Employment Agreement is hereby amended
by deleting the last sentence thereof.
Section 10(b) of the Employment Agreement is hereby
amended by adding the following sentence after the first sentence
thereof:
A:\225152.LS
Page Two
Notwithstanding the foregoing, if this
Agreement is terminated pursuant to this
Section, the Company shall pay any accrued
but unpaid Base Salary through the date of
termination and any reimbursable expenses due
to you hereunder.
Except as modified hereby, the Employment Agreement
remains unchanged and in full force and effect.
If you are in agreement with the foregoing, please so
indicate by signing in the space indicated below, whereupon this
letter will become a binding agreement between us amending the
Employment Agreement.
Very truly yours,
C&D CHARTER POWER SYSTEMS, INC.
By \s\ Alfred Weber
Alfred Weber
President
Agreed to and accepted
as of the date first above written:
\s\ L. S. Holden
Leslie S. Holden
C&D CHARTER POWER SYSTEMS, INC.
3043 Walton Road
Plymouth fleeting, PA 19462
January 26, 1990
Dr. Leslie Holden
121 Orchard Court
Blue Bell, PA 19422
Dear Dr. Holden:
C&D Charter Power Systems, Inc., a Delaware corporation (the
"Company"), agrees to employ you and you agree to accept
such employment under the following terms and conditions:
1. Term of Employment.
(a) Except for earlier termination as is provided in
Section 10 below, your employment under this
agreement shall be for a term commencing on
January 26, 1990 (the "Effective Date") and
terminating on January 25, 1991 (the"Initial Term").
(b) After the Initial Term, this agreement
shall be automatically renewed for successive terms
of one month each, unless prior to the Initial
Term, either party shall have given to the other
party 60 days prior written notice of the
termination of this agreement. If such 60 days'
prior written notice is given by either party, (i)
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, but (ii)
all other obligations each of you and the Company
have to the other, including the Company's
obligation to pay your compensation and make
available the fringe benefits to which you are
entitled hereunder, shall continue until 60 days
after such notice is given.
Leslie Holden
Page 2
2. Compensation
You shall be compensated for all services rendered by
you under this agreement at the rate of $100,000 per
annum, (such salary, as it is from time to time
adjusted, is herein referred to as the "Base Salary").
Such salary shall be earned monthly and shall be payable
in periodic installments no less frequently than twice
monthly in accordance with the Company's payroll
practices for executive employees. The Board of
Directors shall review such Base Salary prior to
December 31 of each year during the term of this
agreement and shall make such adjustments, if any, as
the Board shall determine; provided; however, that no
adjustment shall reduce the Base Salary below $100,000.
3. Duties.
(a) During the term of your employment hereunder,
including any renewal term hereof, you agree to
serve as the Vice President-Technology of the
Company or in such other executive capacity with
duties and responsibilities of a similar nature as
those initially undertaken by you as the Board of
Directors may from time to time determine. Your
duties may be changed at any time and from time to
time hereafter, upon mutual agreement, in a manner
appropriate to the Company for the times and
circumstances for which the change is to be made.
You also agree to perform such other services and
duties consistent with the office or offices in
which you are serving and its responsibilities as
may from time to time be prescribed by the Board of
Directors, and you also agree to serve, if elected,
as an officer and/or director of the Company, the
Company's parent corporation, and/or any of the
Company's direct or indirect subsidiaries, in all
cases in conformity to the by-laws of each such
corporation. Unless you otherwise agree, you will
not be required to relocate your principal office
from the Plymouth Meeting, Pennsylvania area.
(b) You shall devote your full employment energies
interest, abilities, time and attention during
normal business hours (excluding the vacation
periods provided in Section 4(b) below) exclusively
to the business and affairs of the Company, its
Leslie Holden
Page 3
parent corporation and subsidiaries, if any, and
shall not engage in any activity which conflicts or
interferes with the performance of duties hereunder.
(c) You agree to cooperate with the Company, including
taking such reasonable medical examinations as may
be necessary, in the event the Company shall desire
or be required (such as pursuant to the terms of
any bank loan or any other agreement) to obtain
life insurance insuring your life.
(d) You shall, except as otherwise provided herein, be
subject to the Company's rules, practices and
policies applicable to the Company's senior
executive employees.
4. Benefits
(a) You shall have the benefit of the life and medical
insurance plans, pensions, bonus, stock option and
other similar plans as the Company may have or may
establish from time to time, and in which you would
be 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.
(b) You shall be entitled to a vacation of four weeks
each year.
(c) The Company will provide you with the following
under the terms of this agreement: (i) an annual
physical examination, and (ii) key executive life
insurance.
5. Working and Other Facilities. During the Initial Term
of this agreement and any renewal term thereof, you
shall be furnished with such working facilities and
other services as are suitable to your position and
adequate for the performance of your duties.
6. Expenses. The Company will reimburse you for reasonable
expenses, including traveling expenses, incurred by you
in connection with the business of the Company upon the
presentation by you of appropriate substantiation for
such expenses.
Leslie Holden
Page 4
7. Restrictive Covenants and Severance Pay.
(a) During such time as you shall be employed by the
Company, and for a period of one year 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,
agent of or consultant for, any business which is
competitive with the business in which the Company
is engaged at the time your employment with the
Company ceases; provided, however, that nothing
herein (i) shall prevent you from investing without
limit in the securities of any company listed on a
national securities exchange or quoted on the
NASDAQ quotation system, provided your involvement
with any such company is solely that of a
stockholder, and (ii) is intended to prevent you
from being employed during the one-year period
referred to herein for the foregoing non-
competitive business. In consideration for the
foregoing non-competitive agreement, if your
employment hereunder shall be terminated (i) by the
Company without cause therefor having been given it
by you, or (ii) as a result of the non-renewal of
this agreement upon expiration of the Initial Term
or any renewal term, then for a one-year period the
Company shall pay you at the rate of your Base
Salary in effect at the time of such termination.
(b) The parties hereto intend that the covenant
contained in this Section 7 shall be deemed a
series of separate covenants for each state, county
and city. If, in any judicial proceeding, a court
shall refuse to enforce all the separate covenants
deemed included in this Section 7, because, taken
together, they cover too extensive a geographic
area, the parties intend that those of such
covenants (taken in order of the states, counties
and cities therein which are least populous),
which, if eliminated would permit the remaining
separate covenants to be enforced in such
proceeding, shall, for the purpose of such
proceeding, be deemed eliminated from the
provisions of this Section 7.
Leslie Holden
Page 5
8. Confidentiality Non-Interference, Inventions and
Proprietary Information.
8.1. Confidentiality. In the course of (i) your
employment by the Company hereunder, and (ii) your
prior employment with the Company, you will have
and have had access to confidential or proprietary
data or information of the Company. You will 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 data or
information. The provisions of this Section 8.1
shall survive your employment hereunder, whether by
the normal expiration thereof or otherwise. The
term "confidential or proprietary data or
information" as used in this agreement shall mean
information not generally available to the public,
including, without limitation, personnel
information, financial information, customer lists,
supplier lists, product and tooling specifications,
trade secrets, product composition and formulae,
tools and dies, drawings and schematics,
manufacturing processes, knowhow, computer and any
other processed or collated data, computer
programs, pricing, marketing and advertising data.
8.2 Non-Interference. You agree that you will not at
any time after the termination of your employment
by the Company, for your own account or for the
account of any other person, interfere with the
Company's relationship with any of its suppliers,
customers or employees; provided that your
employment by a competitor of the Company, if not
in violation of your non-competition agreement
contained in Section 7(a) above, and your
contraction of suppliers and customers in
connection therewith, if not in violation of
Section 8.1 above or Sections 8.3 or 8.4 below,
shall not constitute "interference" hereunder.
8.3 Inventions. It is understood that you may, during
your employment, conceive or develop certain
Leslie Holden
Page 6
inventions, innovations or discoveries related to
any business in which the Company may be engaged,
either solely or jointly with others. In
connection with the conception or development
thereof, you agree to disclose promptly to the
Company all such inventions, innovations and
discoveries, to assign, and hereby do assign, to
the Company all of your right, title and interest
in and to said inventions, innovations and
discoveries, and to do all things and sign all
documents deemed by the Company to be necessary or
appropriate to vest in it, its successors and
assigns, all of your right, title and interest in
and to such inventions, innovations or discoveries
and to procure for it, at the Company's expense,
patents, copyrights and/or trademarks covering such
inventions, innovations or discoveries in the
United States and its possessions and in foreign
countries, at the discretion and under the
direction of the Company. In the event the Company
is unable for any reason to assure your signature
on such documents, you irrevocably appoint the
Company and its duly authorized officers and agents
as your agents and attorneys-in-fact to execute
such documents and to do such things with the same
legal force and effect as if executed or done by
you.
8.4 Return of Property. All written 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 request of the Company during
your employment, you shall promptly deliver the
same to the Company. In addition, upon termination
of your employment, or upon request of the Company
during your employment, you will deliver to the
Company all other Company property in your
possession or under your control, including but not
limited to, financial statements, marketing and
sales data, patent applications, drawings and other
documents, and all Company credit cards and
automobiles.
Leslie Holden
page 7
9. Equitable Relief. With respect to the covenants
contained in Sections 7 and 8 of this Agreement,
you agree that any remedy at law for any breach of said
convenants may be inadequate and that the Company shall
be entitled to specific performance or any other mode
of injunctive and/or other equitable relief to enforce
its rights hereunder or any other relief a court might
award.
10. Earlier Termination. Your employment hereunder shall
terminate prior to the Initial Term (or any renewal
term, in the event of renewal) on the following terms
and conditions:
(a) This agreement shall terminate automatically on the
date of your death. Notwithstanding the foregoing
the Company shall (i) continue to make payments to
your estate of your Base Salary as then in effect
pursuant to this agreement for six months after
your death, and (ii) pay your estate any
reimburseable expenses which otherwise would have
been paid to you to the date of your death.
(b) This agreement shall be terminated if you are
unable to perform your duties hereunder for a
period of any 180 days in any 365 consecutive day
period by reason of physical or mental disability.
For purposes of this agreement "physical or mental
disability" shall mean your inability, due to
health reasons to discharge properly your duties of
employment, supported by the opinion of a physician
satisfactory to both you and the Company. If the
parties do not agree on a physician mutually
satisfactory to both you and the Company within ten
days of 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. 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.
Leslie Holden
Page 8
10. (c) This agreement shall terminate immediately upon the
Company's sending you written notice terminating
your employment hereunder for Cause. The Company
may terminate this Agreement for Cause, but only
after written notice specifying the Cause of such
action shall have been rendered to you by the
President and Chief Operating Officer of the
Company. "Cause" shall mean:
(i) Refusal or inability to perform duties assigned in
accordance with the terms of this Agreement or overt
and willful disobedience of orders or directives
issued to you by the Company and within the scope
of your duties to the Company.
(ii) Willful misconduct in the performance of your
duties, functions and responsibilities.
(iii) Conviction of commission of illegal acts in
connection with the performance of the duties under
this Agreement.
(iv) Conviction of any felony offense during the term of
this Agreement.
(v) Violation of Company rules and regulations
concerning conflict of interest.
(vi) Gross mismanagement of the assets of the Company.
(vii) Gross incompetency, gross insubordination or gross
neglect in the performance of your duties hereunder
or being under the habitual influence of alcohol
while on duty or possession, use, manufacture,
distribution, dispensation or sale of illegal drugs
while on or off duty.
If the Company terminates this Agreement for Cause under
this Section, the Company shall not be obligated to make any
further payments under this Agreement except for amounts due
at the time of such termination.
Existence of inability to perform or of Cause shall be
conclusively determined for all purposes hereunder by the
President and Chief Operating Officer of the Company. Such
advice and consultation shall be utilized as such officer
regards as appropriate, and no obligation or duty with
respect to any procedure or formality is created by this
Agreement.
Leslie Holden
Page 9
11. Post-employment Benefits Coverage
(a) Your coverage under the benefits program provided
by the Company will cease effective on your
termination date. You will be entitled to elect
continuation of your medical and dental benefits at
your cost pursuant to the provision of the
Consolidated Omnibus Budget Reconciliation Act,
(COBRA). Details with regard to COBRA continuation
coverage will be provided to you following your
termination date.
(b) Life Insurance coverage will cease upon your
termination date. You may, however, apply to
Connecticut General Life Insurance Co. for an
individual converted life policy, with such
application and payment of the first premium
required to be accomplished within 31 days after
your termination date. Details regarding this
conversion option will be provided to you shortly
after your termination date.
(c) Accidental Death and Dismemberment and Long Term
Disability Coverages cease with your termination
date and may not be extended or converted.
12. Termination of Prior Agreement; Modification. This
Agreement constitutes the full and complete
understanding of the parties, and will, on the
Effective Date, supersede all prior agreements and
understandings, oral or written, between the parties.
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. Entire Agreement. Each party to this Agreement
acknowledges that no representations, inducements,
promises or agreements, oral or written, have been made
by either party or anyone acting on behalf of either
party, which are not embodied herein and that no other
agreement, statement or promise not contained in this
Agreement shall be valid or binding.
Leslie Holden
Page 10
14. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any Jurisdiction
shall, as to such jurisdiction, be ineffective to the
extent of such 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.
15. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement shall not
operate as or be construed as a waiver of any
subsequent breach.
16. Notices. All notices hereunder shall be in writing and
shall be sent by express mail or by certified or
registered mail, postage prepaid, return receipt
requested; if to you, to your residence as listed in
the Company's records; and if to the Company, to the
address set forth above with copies to Charterhouse
Group International, Inc., 535 Madison Avenue, New
York, New York 10022, Attention:
_____________________________________________________
_____________________________________________________
_____________________________________________________
17. Assignability; Binding Effect. This Agreement shall
not be assigned by you without the written consent of
the Board of Directors of the Company. 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 of the
Company, its successors and assigns.
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.
Leslie Holden
Page 11
19. Headings. The headings of this Agreement are intended
solely for convenience of reference and shall be given
no effect in the construction or interpretation of this
Agreement.
If this Agreement correctly sets forth our understanding,
please sign the duplicate original in the space provided
below and return it to the Company, whereupon this shall
constitute the employment agreement between you and the
Company effective and for the term as stated herein.