Exhibit 10.1
C&D TECHNOLOGIES, INC.
1400 Union Meeting Road
Blue Bell, PA 19422
June 28, 1999
Ms. Linda R. Hansen
1220 Bridgetown Pike,
Langhorne, PA 19053
Dear Ms. Hansen:
C&D TECHNOLOGIES, 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.
1.1 Except for earlier termination as is provided in Section 10
below, your employment under this Agreement shall be for a
term (the "Initial Term") commencing on June 28, 1999 and
terminating on June 27, 2000.
1.2 This Agreement shall be automatically renewed for successive
terms of one month each, unless either party shall have given
to the other party at least 30 days' prior written notice of
the termination of this Agreement. If such 30 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 medical and dental
insurance which you are entitled hereunder, shall continue
until the date your employment terminates as specified in such
notice.
2. COMPENSATION.
2.1 You shall be compensated for all services rendered by you
under this Agreement at the rate of $175,000 per annum (such
salary, as it is from time to time adjusted, is herein
referred to as the "Base Salary") plus bonus at a rate of 35%
of Base Salary (hereinafter "Bonus"). Such Base Salary shall
be payable in periodic installations twice monthly in
accordance with the Company's payroll practices for salaried
employees and such Bonus shall be paid at such time(s) as may
be consistent with the Company's customary practice therefor.
The Compensation Committee of the Board of Directors shall
review such Base Salary prior to April 30, 2000 and each year
thereafter during the term of this Agreement, including any
renewal term, and shall make such adjustments, if any, as the
Compensation Committee shall determine; provided, however,
that no adjustment shall reduce the Base Salary below $192,500
or the target bonus rate below 35% of Base Salary.
Page 2
2.2 If your employment hereunder shall be terminated (i) by the
Company without Cause (as defined in Section 10.3) therefor
having been given to you (other than pursuant to Sections 10.1
or 10.2), 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, or (iii) by you as the result of the
breach of this Agreement or inability of the Company to
perform its obligation under this Agreement, then for a one
year period after the effective date of such termination the
Company shall pay you your Base Salary in effect at the time
of such termination plus Bonus. In addition, the Company shall
pay you for any accrued vacation in a lump sum within ten (10)
days of termination of employment.
3. DUTIES.
3.1 During the term of your employment hereunder, including any
renewal thereof, you agree to serve as the Vice President,
General Counsel, or in such other capacity with duties and
responsibilities of a similar nature as those initially
undertaken by you hereunder as the President of the Company
may from time to time determine, "PROVIDED, that such duties
and responsibilities do not constitute a diminution in job
title, position, reporting relationship, or functional
responsibilities." 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, and/or any of the
Company's other direct or indirect subsidiaries, in all cases
in conformity to the by-laws of each such corporation. Unless
you otherwise agree, your duties will be performed from the
Company's headquarters in Blue Bell, Pennsylvania or at
another location chosen by the Company that is no more than
fifteen (15) additional miles from your place of residence at
that time.
3.2 You shall devote your full employment energies, interest,
abilities, time and attention during normal business hours
(excluding the vacation periods provided in Section 4.2 below)
exclusively to the business and affairs of the Company, its
parent corporation and subsidiaries, if any, and shall not
engage in any activity which conflicts or interferes with the
performance of duties hereunder without the prior approval of
the President, which approval shall not be unreasonably
withheld.
3.3 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.
Page 3
3.4 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. Without limiting the
generality of the foregoing, you shall, with respect to the
Company and its parents, subsidiaries, assets and
stockholders, act in a manner consistent with your fiduciary
responsibilities as an executive of the Company.
4. BENEFITS.
4.1 You shall have the benefit of such life and medical insurance,
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, by reason of your position
with the Company, pursuant to the terms thereof. Also, to the
extent you have met the qualifications required, you may
participate in the Company's Savings and Retirement plans. 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.
4.2 You shall be entitled to a vacation of four weeks each year.
4.3 The Company will provide you with an annual physical exami-
nation.
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
(consistent with Company policy), 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.
7. RESTRICTIVE COVENANTS.
7.1 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 (a "Competitive Business");
provided however, that nothing herein
Page 4
(i) shall prevent you from investing without limit in the
securities of any company listed on a national securities
exchange, provided that 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
following the termination of your employment with the Company
referred to herein by any business other than a Competitive
Business.
7.2 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.
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 information or Company data. 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 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 data, customer lists,
supplier lists, product and tooling specifications, trade
secrets, product composition and formulae, tools and dies,
drawings and schematics, manufacturing processes, know-how,
computer and any other processed or collated data, 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 7.1
above, and your contacting 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.
Page 5
8.3 INVENTIONS. It is understood that you may, during your
employment, conceive or develop certain 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 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 cars.
9. EQUITABLE RELIEF. With respect to the covenants contained in Articles 7
and 8 of this Agreement, you agree that any remedy at law for any
breach of said covenants 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. In the event that you incur legal
expenses or court and arbitration expenses in connection with seeking
to obtain or enforce any right or benefit provided for in this
Agreement or the Offer, and a court of competent jurisdiction or
arbitration panel finds in your favor in whole or in part as to such
claims as the result of litigation, arbitration or settlement, the
Company shall reimburse you for such costs and expenses within thirty
(30) days of submission of written documentation thereof.
Page 6
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:
10.1 This Agreement shall terminate automatically on the date of
your death. Notwithstanding the foregoing, if you die during
the terms of this Agreement, the Company shall (i) continue to
make payments to your estate of your Base Salary and Bonus as
then in effect pursuant to this Agreement for six (6) months
after your death, and (ii) pay your estate any reimbursable
expenses which otherwise would have been paid to you to the
date of your death.
10.2 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. Notwithstanding the foregoing, if this Agreement
is terminated pursuant to this Section, the Company shall pay
any accrued but unpaid Base Salary plus Bonus through the date
of termination and any reimbursable expenses due to you
hereunder. 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 of 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.
10.3 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 of the Company. "Cause" shall mean any of the
following:
(i) Breach of this Agreement by you.
(ii) Your continuing refusal or inability (other than
pursuant to Sections 10.1 or 10.2) to perform any
material duties assigned in accordance with the terms
of this Agreement within thirty days after the
President has given you notice thereof in reasonable
detail, if such breach has not been cured by you
during such period 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.
Page 7
(iii) Willful misconduct in the performance of your duties,
functions and responsibilities.
(iv) Commission of acts which are illegal in connection
with the performance of your duties, functions and
responsibilities under this Agreement.
(v) Commission of acts which would constitute a felony
offense during the term of this Agreement.
(vi) Violation of Company rules and regulations concerning
conflict of interest.
(vii) Gross mismanagement of the assets of the Company.
(viii) Gross incompetence, 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.
(ix) Any act or omission, whether or not included in the
foregoing, that a court of competent jurisdiction
would determine to constitute cause for termination.
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 Cause shall be conclusively determined in good
faith for all purposes hereunder by the President 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.
11. POST-EMPLOYMENT BENEFITS COVERAGE.
11.1 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 the same cost the Company pays, pursuant to
the provisions of the Consolidated Omnibus Budget
Reconciliation Act (COBRA). Details with regard to COBRA
continuation coverage will be provided to you shortly after
your termination date.
Page 8
11.2 Life Insurance coverage will cease upon your termination date.
You may, however, apply to General American Life Insurance
Company (or such other insurance company as may provide group
life insurance to the Company's employees at the time) 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.
11.3 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 AGREEMENTS; MODIFICATION. This Agreement and the
Offer Letter from the company to you dated June 28, 1999 (hereafter the
"Offer") 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.
Neither Agreement nor the Offer may 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
except for the Offer 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 except for the Offer.
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 the President.
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
Page 9
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.
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 Agreement and the Offer shall constitute the employment agreement
between you and the Company effective and for the term as stated herein.
C&D TECHNOLOGIES, INC.
By:/s/ Wade H. Roberts, Jr.
------------------------
Wade H. Roberts, Jr.
President and Chief Executive Officer
Agreed as of the date first above written:
/s/ Linda R. Hansen
- -------------------
C&D TECHNOLOGIES, INC.
Power Solutions
- ------------------------------------------------------------------------------
1400 Union Meeting Road
P.O. Box 3053
Blue Bell, PA 19422-0858
WADE H. ROBERTS, JR. Telephone (215)619-7850
President Fax (215) 619-7841
Chief Executive Officer E-mail: wroberts@cdtechno.com
June 28, 1999
Ms. Linda R. Hansen
1220 Bridgetown Pike,
Langhorne, PA 19053
Re: Employment Offer
Dear Linda:
We are pleased to offer you the position of Vice President, General Counsel and
Secretary of C&D Technologies, Inc. reporting directly to me. The following are
the specific terms of our offer:
Effective Date
- --------------
Your employment is expected to commence on Monday, June 28, 1999.
Compensation Package
- --------------------
Your compensation package will include the following components:
o You will receive a one-time hiring bonus of $50,000 to be paid in two
installments as follows:
1) $25,000 on or before August 15, 1999; and
2) $25,000 on or before December 31, 1999.
This one-time hiring bonus will be subject to all required tax
withholdings.
o Your initial base salary will be $7,291.67 payable semi-monthly (equivalent
to $175,000 on an annualized basis).
PLEASE NOTE: you will be eligible to receive an increase to your base
salary effective April 1, 2000. The increase to your annual base salary on
that date will be no less than $17,500 (10%), resulting in an annual base
salary of no less than $192,500.
o You are eligible to participate in our Company's Management Incentive Bonus
Program targeted to pay an amount equal to 35% of you annual base salary
for the attainment of 100% of corporate and agreed upon individual
objectives established in consultation with you and our Board of Directors.
PLEASE NOTE: For your performance through the end of our current fiscal
year (ending January 31, 2000), the Management Incentive Bonus will be
calculated on a prorated basis of 7/12ths, and will be payable prior to
April 15, 2000. As a show of our good faith, we guarantee that your
management incentive bonus for the current fiscal year will be at least
$35,729 ($175,000 x 35% x 7/12).
Linda Hansen
Offer Letter
page 2
June 28, 1999
o You are eligible to participate in our Stock Option Award Program. We will
recommend to our Board of Directors at their meeting scheduled for June 29,
1999, that you be granted an initial Stock Option Award for 2,500 shares.
In addition, I will recommend to our Board of directors at their meeting
scheduled for September 28, 1999, that you be granted a Stock Option Award
for 7,500 shares.
PLEASE NOTE: All awards of stock options are subject to the review and
approval of the Company's Board of Directors.
o After three (3) months of employment, you will be eligible to participate
in the Company's Supplemental Executive Retirement Program (SERP).
PLEASE NOTE: Participation in the SERP is subject to the review and
approval of the Company's Board of Directors.
o You are eligible to fully participate in the Company's employee benefit
programs.
o You are eligible for four weeks of vacation each year.
Employment Agreement
- --------------------
Accompanying this letter is an EMPLOYMENT AGREEMENT which delineates the key
terms and conditions governing your relationship as an executive of our Company
during and after your employment by C&D Technologies Inc.
Relocation Assistance
- ---------------------
If you decide to relocate closer to our headquarters in Blue Bell, prior to July
1, 2000, you will be eligible for benefits pursuant to the Company's Domestic
Relocation Assistance Program (Level 2). Descriptive information about this
program accompanies this letter.
Contingencies
- -------------
This offer of employment is contingent upon the following:
o Successful completion of a Company-paid medical examination, which will
include screening for the use of drugs.
o Your completion of the standard Employment Eligibility Verification
(form I-9) and review of supporting documentation you supply.
We are looking forward to having you on our team. We are confident of your
ability to make a difference and feel certain we can have fun working with you.
Linda Hansen
Offer Letter
Page 3
June 28, 1999
Please indicate your acceptance of this Offer of Employment by signing where
indicated below and returning this letter and an executed copy of the EMPLOYMENT
AGREEMENT to me. If you have any questions about the contents of this offer or
the accompanying materials, please do not hesitate to contact Mark Sappir or me
directly.
Anticipate your speedy acceptance of this offer and plan to introduce you to the
Board of Directors at our Annual Meeting/Board Meeting on Tuesday, June 29,
1999. The Annual Meeting takes place at 10:00 a.m. at the Union League, 140
South Broad Street, Philadelphia, Pennsylvania.
Sincerely,
/s/ Wade H. Roberts, Jr.
--------------------
Wade H. Roberts, Jr.
Enclosures
-----------------------------------------------------
I have reviewed, understand and accept the terms of this Offer of Employment
with C&D Technologies, Inc.
Signed /s/ Linda R. Hansen Date 6/28/99
--------------- -----------------
Linda R. Hansen