Exhibit 10.2
C&D TECHNOLOGIES, INC.
INCENTIVE COMPENSATION PLAN
FOR EXECUTIVE AND KEY SALARIED EMPLOYEES
(Excludes Sales Compensation Program)
FOR THE YEAR ENDING JANUARY 31, 2000
I. Introduction
------------
The Incentive Compensation Plan for Executives and Key Salaried
Employees as adopted and amended by the Compensation Committee of the
Board of Directors is designed to reward individual performance as
measured against specified objectives. The Plan is also designed to
recognize employees for a completely discretionary bonus based upon
significant contribution. Executive and key employees who joined the
company in the plan year may, with the approval of the President/CEO,
participate in the Incentive Compensation Plan on a prorated basis
(based on the number of full months they are actively employed).
II. Establishment of Objectives
---------------------------
Each executive and key employee shall establish at the beginning of
each year, with his/her supervisor, objectives against which his/her
performance for that year shall be measured.
These objectives must correspond to the overall goals of the company.
III. Objectives
----------
Objectives include: achieving earnings per share goals, achieving
corporate cash flow goals, and other significant individual goals; all
of which must be measurable.
IV. Additional Criteria & Conditions
--------------------------------
- 60% or more of individual participants' priorities must be
accomplished to earn any bonus.
- It is possible for participants to receive in excess of 100%
achievement of an individual goal. However, these achievements must
satisfy the combined judgement of the individual's direct manager, the
President/CEO, and the Compensation Committee in the case of executive
officer bonuses. In no situation can achievement of an individual goal
exceed 150%.
- At its sole discretion, the Board reserves the right to recognize
significant issues, factors or contributions related to individual
participants and to adjust all or part of any participant's bonus
accordingly. The Board reserves the right to alter, amend, reduce,
suspend or terminate the Incentive Plan. Only active employees (those
physically performing their assigned duties) are eligible to
participate in the Incentive Compensation Plan.
- Employees who terminate their employment with the company, or
employees who are terminated by the company for any reason whatsoever,
are not eligible for incentive compensation for the fiscal year during
which employment is terminated.
EXHIBIT #1
PAGE 1 of 2
C&D TECHNOLOGIES, INC.
BONUS OBJECTIVES
YEAR ENDING JANUARY 31, 2000
1. ACHIEVE DILUTED EARNINGS PER SHARE
Earnings Per Share % of Bonus Earned
------------------ -----------------
2.14 0%
2.15 50%
2.20 60%
2.25 70%
2.30 80%
2.35 90%
- ------------------------------------------------------------------------------
Goal 2.40 100%
- ------------------------------------------------------------------------------
2.41 102%
2.43 106%
Increased by 2%
2.45 for each .01 increase 110%
in diluted EPS
2.50 from 2.15 to 2.65 120%
2.53 126%
2.55 130%
2.60 140%
2.65 (or more) 150% Maximum
- ------------------------------------------------------------------------------
EXHIBIT #1
2 OF 2
C&D TECHNOLOGIES, INC.
BONUS OBJECTIVES
YEAR ENDING JANUARY 31, 2000
NOTE:In accordance with Section IV of the Incentive Compensation Plan, special
bonuses may be granted to individuals to recognize significant
contributions.
If the company completes any acquisitions, those specific individuals who
have made a major contribtuion to the closing and implementation or
integration of such acquistions may be considered for an additional bonus
amount based on their specific contributions as deemed appropriate for
recommendation by the President and CEO.