Exhibit 10.20






March 31, 2000


Dr. John Rich
C&D Technologies, Inc.
Power Electronics Division
3400 E. Brittannia Drive
Suite 122
Tucson, AZ  85706-7600


Dear John:

         You are  presently  employed  by C&D  Technologies,  Inc.,  a  Delaware
corporation (the "Company"), in an executive capacity and the Company desires to
encourage such continued  employment by providing certain protections for you by
entering into this Agreement with you, in return for which you agree to continue
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.

         (a) Except for  earlier  termination  as is provided in Section 9 or 10
below,  your employment under this Agreement shall be for the period  commencing
on the date hereof (the  "Effective  Date") and terminating on February 27, 2001
(the "Initial Term" ).

         (b) 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 (a
"Termination  Notice"). 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 to which you are entitled
hereunder, shall continue until the date your employment terminates as specified
in such notice.


<PAGE>


         2.  COMPENSATION.

         (a) You shall be  compensated  for all  services  rendered by you under
this  Agreement  at the rate of $210,000 per annum (such  salary,  as it is from
time to time adjusted,  is herein referred to as the ("Base Salary").  Such Base
Salary shall be payable in periodic  installments  twice  monthly in  accordance
with the Company's  payroll practices for salaried  employees.  The Compensation
Committee of the Board of Directors shall review such Base Salary prior to April
1, 2001 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 $210,000.

         (b) If your employment hereunder shall be terminated (i) by the Company
without notice of Cause (as defined in Section 9(c)) therefor  having been given
to you (other than  pursuant  to Section  9(a) or 9(b) and  notwithstanding  the
provisions  of Section  1(a)),  or (ii) as a result of the  non-renewal  of this
Agreement  pursuant to a  Termination  Notice given by the Company under Section
1(b) then,  in addition to paying you the Accrued  Obligations  (as  hereinafter
defined),  for a 180 day period after the effective date of such termination (if
such  termination  occurs after the  expiration  of the Initial Term) or for the
greater of the  remaining  number of days of the  Initial  Term and 180 days (if
such  termination  occurs  during the Initial Term) the Company shall pay you at
the rate of your  Base  Salary  in  effect  at the time of such  termination  in
periodic  payments  in  accordance  with the  Company's  payroll  practices  for
salaried employees; provided, however, that your right to receive such payments,
other than the Accrued Obligations,  shall be conditioned upon your execution of
a Release (the  "Release").  Such Release shall be  substantially in the form of
Exhibit A 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
increase any of your obligations to the Company over those  contemplated by this
Agreement, including Exhibit A hereto. The term "Accrued Obligations" shall mean
(i) your Base Salary through the date of termination  and (ii) all benefits that
have  accrued  to you  under  the terms of all  employee  benefits  plans of the
Company in which you are entitled to participate.

         3.  DUTIES.

         (a) During the term of your employment hereunder, including any renewal
thereof,  you  agree  to  serve as the  Vice  President-General  Manager,  Power
Electronics  Division (the "Division") 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.  Your
duties may be changed at any time and from time to time  hereafter,  upon mutual
agreement,  consistent  with  office  or  offices  in which  you serve as deemed
necessary by the President of the Company.  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  without  additional   compensation,   in  all  cases  in
conformity to the by-laws of each such corporation.  Unless you

                                      -2-
<PAGE>


otherwise agree, you shall not be required to relocate your place of business to
a location that would increase your commuting distance by greater than 25 miles.

         (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 parent  corporation and  subsidiaries,  if any, and
shall  not  engage  in any  activity  that  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.  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.

         (a) 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.

         (b) You shall be entitled to a vacation of four weeks each year.

         (c) The Company will provide you with an annual physical examination.

         5.  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.

         6.  RESTRICTIVE COVENANTS.

         (a) During such time as you shall be employed by the  Company,  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,

                                      -3-

<PAGE>

represent,  advise or otherwise participate as an officer,  employee,  director,
stockholder, partner, agent of or consultant for, any business that, at the time
your  employment with the Company  ceases,  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"); 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,  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 applicable  Restricted  Period by any
business other than a Competitive  Business.  With respect to any termination of
your employment  other than upon a Change of Control pursuant to Section 10, the
applicable  Restricted  Period  shall be the  period  following  the  date  your
employment  terminates during which you are receiving the payments  described in
Section 2(b) hereof, and with respect to a termination of your employment upon a
Change of Control pursuant to Section 10, the applicable Restricted Period shall
be the two-year period following the date your employment terminates.

         (b) The parties  hereto  intend  that the  covenant  contained  in this
Section 6 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 6,  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 6.

         7.  CONFIDENTIALITY, NON-INTERFERENCE, INVENTIONS AND PROPRIETARY
             INFORMATION.

         (a) In the course of (i) your  employment  with the Company  hereunder,
and (ii) any  prior  employment  with the  Company,  you will  have and have had
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  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 receive it under any obligation of confidentiality to the Company.  The
term  "Confidential  or  Proprietary  Data  or  Information"  as  used  in  this
Agreement, 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,
knowhow, computer and any other electronic, processed or collated data, computer
programs, and pricing, marketing, sales and advertising data.

                                      -4-

<PAGE>


         (b) You  shall  not,  during  the  term of this  Agreement  and for the
applicable  Restricted  Period after the  termination of your  employment by 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 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,  solicit or assist any Competitive Business in employing
or  retaining  as a  consultant  any  current  employee  of the  Company  or any
subsidiary  or  affiliate  or any person who was  employed by the Company or any
subsidiary  or  affiliate  during  the  preceding  twelve-month  period or (iii)
otherwise  interfere 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  noncompetition  or
confidentiality  obligations  contained  in Sections  6(a) and 7(a) or interfere
with the Company's relationship with such parties.

         (c) 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 the Company,  its  successors  and assigns,  all of your
right, title and interest in and to such inventions, innovations or discoveries,
and to procure for the Company,  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.

         (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  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 keys, credit cards, computer and telephone equipment
and automobiles.

                                      -5-

<PAGE>

         8.  EQUITABLE  RELIEF.  With  respect  to the  covenants  contained  in
Sections  6 and 7 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.

         9. 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,  if you  die  during  the  term of this
Agreement,  the Company  shall (i)  continue to make  payments to your estate of
your Base Salary as then in effect pursuant to this Agreement for 180 days after
the date of your death, and (ii) pay your estate any reimbursable 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.   Notwithstanding  the
foregoing,  if this  Agreement is terminated  pursuant to this Section 9(b), the
Company  shall pay any  accrued  but  unpaid  Base  Salary  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.

         (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 of the Company. "Cause" shall mean any of the following:

                  (i)  Breach of this Agreement.

                  (ii) Refusal or inability (other than pursuant to Section 9(a)
or 9(b)) to perform duties  assigned to you 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.

                  (iii) Willful  misconduct in the  performance  of your duties,
functions and responsibilities.

                                      -6-
<PAGE>


                  (iv)  Commission of acts that are illegal in  connection  with
the  performance  of your  duties,  functions  and  responsibilities  under this
Agreement.

                  (v) Commission of acts that 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.

Existence of Cause shall be conclusively  determined 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.  If the Company
terminates  this  Agreement for Cause under this Section 9(c), the Company shall
not be obligated to make any further  payments under this  Agreement  except for
the Accrued Obligations.

         (d) Except as set forth in Section 10, 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.

         (e) Except as set forth in Section 10,  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.

         (f)  Accidental  death  and  dismemberment  and  long  term  disability
coverages cease with your termination date and may not be extended or converted.

         10. TERMINATION UPON A CHANGE OF CONTROL.

         (a) In the event a Change of Control (as  defined  below)  occurs,  and
within 24 months  after such Change of  Control:  (i) your  employment  with the
Company is  terminated  by you  pursuant  to a  Termination  for Good Reason (as
defined  below);  or (ii) your  employment with the Company

                                      -7-
<PAGE>


is terminated by the Company for any reason other than death,  disability or for
Cause  pursuant to Sections  9(a),  (b) or (c); or (iii) this  Agreement  is not
renewed due to a Termination Notice given by the Company, as provided in Section
1(b), (the events under clauses (i), (ii) and (iii) herein collectively called a
"Change of Control Termination"),  you shall be entitled to receive the payments
and  benefits  set forth in Section  10(e) and (f)  below,  which  payments  and
benefits shall be in substitution  for, and not in addition to, the payments and
benefits  otherwise  payable under Section 2(a) or 2(b) of this Agreement in the
event of  termination.  Your right to receive such payments and benefits,  other
than the Accrued Obligations, shall be in consideration of your agreements under
this Agreement,  including but not limited to your agreement not to compete with
the Company  for two years after a Change of Control  pursuant to Section 6, and
shall be  conditioned  upon your  execution of a Release.  Such Release shall be
substantially  in the form of Exhibit A but may be modified by the Company as it
deems  appropriate to reflect changes in law or circumstances  arising after the
date of this Agreement; provided that no such modification shall increase any of
your  obligations  to the Company  over those  contemplated  by this  Agreement,
including Exhibit A hereto.

         (b) For  purposes  of the  Agreement,  a "Change of  Control"  shall be
deemed to have occurred if: (i) any person (as defined in Section 3(a)(9) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act") and as used in
Sections 13(d) and 14(d)  thereof)),  excluding the Company,  any subsidiary and
any  employee  benefit  plan  sponsored  or  maintained  by the  Company  or any
subsidiary  (including  any trustee of any such plan  acting in his  capacity as
trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange
Act,  becomes the beneficial  owner (as defined in Rule 13d-3 under the Exchange
Act) of shares of the Company  having at least 30% of the total  number of votes
that  may be cast  for the  election  of  directors  of the  Company;  (ii)  the
shareholders  of  the  Company  shall  approve  any  merger  or  other  business
combination of the Company,  sale of all or  substantially  all of the Company's
assets or combination of the foregoing  transactions  (a  "Transaction"),  other
than  a  Transaction  involving  only  the  Company  and  one  or  more  of  its
subsidiaries,  or a Transaction  immediately following which the shareholders of
the Company immediately prior to the Transaction  continue to have a majority of
the  voting  power in the  resulting  entity  (excluding  for this  purpose  any
shareholder  of the Company owning  directly or indirectly  more than 10% of the
shares of the other company  involved in the  Transaction)  and no person is the
beneficial  owner of at least  30% of the  shares  of the  resulting  entity  as
contemplated  by Section  10(b)(i)  above;  or (iii) within any 24-month  period
beginning  on or after the date  hereof,  the persons who were  directors of the
Company  immediately  before  the  beginning  of  such  period  (the  "Incumbent
Directors") shall cease (for any reason other than death) to constitute at least
a majority of the Board of Directors of the Company or the board of directors of
any successor to the Company,  provided that any director who was not a director
as of the date  hereof  shall be  deemed  to be an  Incumbent  Director  if such
director  was elected to the Board by, or on the  recommendation  of or with the
approval  of,  at  least  two-thirds  of the  directors  who then  qualified  as
Incumbent  Directors  either  actually  or by prior  operation  of this  Section
10(b)(iii),  unless such election,  recommendation or approval was the result of
an actual or threatened  election contest of the type contemplated by Regulation
14a-11 under the Exchange Act or any successor  provision.  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 you
participate  in a  capacity  other  than in your  capacity  as an  executive  or
director of the Company.

                                      -8-
<PAGE>


         (c) For  purposes of the  Agreement,  a  "Termination  for Good Reason"
means a  termination  by you by written  notice  given  within 90 days after the
occurrence of the Good Reason  event.  A notice of  Termination  for Good Reason
shall indicate the specific  termination  provision in Section 10(d) relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for  Termination  for Good Reason.  Your failure to set forth in
such notice any facts or  circumstances  that  contribute to the showing of Good
Reason  shall  not waive  any of your  rights  hereunder  or  preclude  you from
asserting  such fact or  circumstance  in enforcing your rights  hereunder.  The
notice of  Termination  for Good Reason shall provide for a date of  termination
not less than 10 nor more than 60 days after the date such Notice of Termination
for Good Reason is given.

         (d) For  purposes  of the  Agreement,  "Good  Reason"  shall  mean  the
occurrence,  without  your  express  written  consent,  of any of the  following
circumstances,  unless such  circumstances are fully corrected prior to the date
of  termination  specified  in the  notice  of  Termination  for Good  Reason as
contemplated  in  Section  10(c)  above:  (i) any  material  diminution  of your
positions,  duties  or  responsibilities  hereunder  (except  in  each  case  in
connection with the termination of your employment for Cause pursuant to Section
9(c)  or due to  disability  or  death  pursuant  to  Section  9(a)  or  9(b) or
temporarily as a result of your illness or other absence),  or the assignment to
you of duties or responsibilities that are inconsistent with your position under
the  Agreement at the time of a Change of Control;  (ii) your removal  from,  or
your  nonreelection to, the officer positions with the Company specified in this
Agreement;  (iii) relocation of the Division's  principal executive offices to a
location  more  than 25 miles  from its  location  at the time of the  Change of
Control; (iv) failure by the Company, after a Change of Control, (A) to continue
any bonus plan,  program or arrangement in which you are entitled to participate
immediately  prior to the Change of Control (the "Bonus  Plans"),  provided that
any such Bonus Plans may be modified at the  Company's  discretion  from time to
time but  shall  be  deemed  terminated  if (x) any such  plan  does not  remain
substantially in the form in effect prior to such  modification and (y) if plans
providing you with substantially  similar benefits are not substituted  therefor
("Substitute Plans"), or (B) to continue you as a participant in the Bonus Plans
and  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
you participated in immediately  prior to any change in such plans or awards, in
accordance  with the Bonus  Plans and the  Substitute  Plans;  (v) any  material
breach by the Company of any  provisions of this  Agreement;  or (vi) failure of
any successor to the Company to promptly  acknowledge in writing the obligations
of the Company hereunder.

         (e) Upon a Change of Control Termination, as provided in Section 10(a),
the Company shall pay or provide you the following payments and benefits:

                  (i) The Company shall pay to you the Accrued  Obligations in a
lump sum within five business days after the date of termination.

                  (ii) The Company shall pay to you as severance  pay, not later
than the tenth day  following  the date of your  execution  and  delivery of the
Release required pursuant to Section 10(a) of this Agreement:

                                      -9-

<PAGE>

                           (A)  a lump  sum  payment in  an amount equal to  two
years of your Base Salary; and

                           (B)  a lump sum  payment in an amount equal to two of
your annual incentive bonuses, such  payment  to be equal to the  greater of (i)
the amount of all incentive  bonuses paid to you with respect to each of the two
most recently  completed  fiscal years of the Company for which a bonus has been
paid or (ii) the  incentive  bonus paid to you with respect to the most recently
completed  fiscal  year of the  Company  for which a bonus has been paid plus an
amount equal to your Target Bonus (as hereinafter defined);  provided,  however,
that if you have been  employed  by the  Company  for less than two years,  such
payment shall be equal to the greater of (x) the amount of the  incentive  bonus
paid to you with  respect  to the most  recently  completed  fiscal  year of the
Company for which a bonus has been paid plus your Target Bonus or (y) the amount
of your Target Bonus  multiplied by two. The term "Target  Bonus" shall mean the
incentive  bonus that would have been payable for the fiscal year that  includes
the date on which your employment  terminates  under the incentive bonus program
in effect as of the date of the Change of  Control,  assuming  that you had been
entitled  to receive an amount in respect of such bonus  based  solely  upon the
target  percentage  applicable to employees in the same employment  grade as you
and your Base Salary as of the date of  termination  (or if  greater,  your Base
Salary  as of the date on which  occurred  an event  giving  rise to a Change of
Control Termination), and without regard to actual performance.

                  (iii) The Company shall continue the  participation of you and
your  dependents  for a period of two years after the date of termination in all
health,  medical  and  accident,  life and other  welfare  plans (as  defined in
Section 3(l) of ERISA), in which you were participating immediately prior to the
date of termination, except for any disability plans; provided, however, that to
the extent the Company's  plans do not permit such  continued  participation  or
such  participation  would  have an  adverse  tax impact on such plans or on the
other  participants in such plans,  the Company may instead  provide  materially
equivalent benefits to you outside of such plans; provided,  further, that under
such  circumstances,  (i)  medical  insurance  benefits  may be  provided by the
Company paying any COBRA premiums (COBRA coverage,  in any event, to be measured
from the date of termination of employment) and (ii) if the Company is unable to
continue your life insurance coverage, the Company shall pay you an amount equal
to twice the premium paid during the year prior to termination or if you convert
the  insurance to an  individual  policy,  the Company shall pay the premium for
such  insurance  for two  years.  You shall  complete  such  forms and take such
physical  examinations as reasonably requested by the Company. To the extent you
incur any tax  obligation  as a result of the  provisions  of this Section 10(e)
that you would not have  incurred if you remained an employee of the Company and
had continued to  participate  in the benefit plans as an employee,  the Company
shall pay to you,  at the time the tax is due, an amount to cover such taxes and
the taxes on the amount paid to cover such taxes.

                  (iv) All outstanding stock options and restricted stock awards
that have been granted to you by the Company at any time but have not yet vested
and  upon  which  vesting  depends  solely  upon  the  passage  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.

                                      -10-

<PAGE>

                  (v) All amounts  payable to you upon a Change of Control under
the Company's  Supplemental  Executive Retirement Plan and Deferred Compensation
Plan  shall  be paid to you in  accordance  with the  respective  terms of those
plans.

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

         (f)  (i)  In  the  event  that  any   payment,   coverage   or  benefit
(collectively,  the  "Covered  Benefits")  provided  to you by the Company or an
Affiliate  (as  defined  below) is or becomes  subject to the excise tax imposed
under  Section 4999 or any successor  provision of the Internal  Revenue Code of
1986, as amended (the "Code"),  or you incur  interest or penalties with respect
to that excise tax (that excise tax,  together with any interest and  penalties,
are hereinafter collectively referred to as the "Excise Tax"), the Company shall
pay you an additional amount (a "Gross-Up Bonus") at the time or times specified
in Section 10(f)(iii)(z) below. The amount of the Gross-Up Bonus shall equal the
quotient  determined by dividing (x) the Excise Tax  attributable to the Covered
Benefits by (y) one minus the highest  marginal income tax rate,  where the term
"highest  marginal income tax rate" means the sum of the highest combined local,
state and federal  personal income tax rates  (including any state  unemployment
compensation  tax  rate,  any  surtax  rate  as well  as the  Medicare  hospital
insurance   tax  rate   imposed  on  employees   under  the  Federal   Insurance
Contributions  Act) as in effect for the  calendar  year to which the Excise Tax
attributable to the Covered Benefits  relates,  provided that in determining the
highest tax rate for federal purposes both the  deductibility of state and local
income  tax  payments  and  the  reduction  in  the  deductibility  of  itemized
deductions  shall be taken into  account;  it being the intention of the parties
hereto that your net after tax position  (after taking into account any interest
or  penalties  imposed  with  respect to such taxes) upon receipt of the Covered
Benefits  is no less  advantageous  to you than the net after tax  position  you
would  have had if  Section  4999 of the Code  had not  been  applicable  to any
portion of the Covered Benefits.

                  (ii) All  determinations  to be made under this Section 10(f),
including the  determination  of whether an Excise Tax is payable and the amount
thereof,   shall  be  made  by  a  law  firm  practicing  in  the  Philadelphia,
Pennsylvania  metropolitan area that is knowledgeable in tax law matters,  which
firm shall be selected and paid for by the Company and acceptable to you. If tax
counsel's  determinations  are not  finally  accepted  by the  Internal  Revenue
Service  upon audit,  then  appropriate  adjustments  shall be computed  (with a
Gross-Up  Bonus,  if applicable) by that tax counsel based upon the final amount
of the Excise Tax so determined.

                  (iii) For purposes of this Section 10(f):

                           (x)  An "Affiliate" shall mean any  successor  to the
Company,  any member of an affiliated  group including the Company  (determining
using the  definition  in Section 1504 of the Code) or any entity that becomes a
member of such an affiliated  group as a result of the  transaction  causing the
Change of Control.


                                      -11-
<PAGE>


                           (y)  When  determining  the  amount  of the  Gross-Up
Bonus,  you will be deemed to have otherwise  allowable  deductions for federal,
state and local tax purposes at least equal to those  disallowed  because of the
inclusion of the Gross-Up Bonus in your adjusted gross income.

                           (z)  The portion  of the Gross-Up Bonus  attributable
to a Covered  Benefit shall be paid to you within 10 business days following the
provision to you of the Covered Benefit.  In the event that the amount of Excise
Tax due exceeds the amount of Excise Tax determined by tax counsel,  the Company
shall pay you an additional Gross-Up Bonus in respect of that excess at the time
that the amount of the excess is  determined  under  Section  10(f)(ii).  In the
event  the  amount  of Excise  Tax due is less  than the  amount  of Excise  Tax
determined  by tax  counsel,  you shall  repay the  Company  the  portion of the
Gross-Up Bonus attributable thereto at the time that the amount of the reduction
in Excise Tax is determined under Section 10(f)(ii);  provided, however, that if
any  portion of the amount  you must repay to the  Company  has been paid to any
federal,  state or local tax authority,  your repayment of that portion shall be
postponed until the tax authority has actually  refunded or credited that amount
to you.

         (g) Upon the occurrence of 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 you incur
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 you for all such costs incurred by you.

         11.  ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement,  together with
Exhibit A hereto and all  rights to which you are  entitled  under all  employee
benefit  plans in  which  you  participate,  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,
except for the  employment  offer letter dated  February 3, 2000 between you and
the Company ("Offer Letter") and the Agreement Relating to Intellectual Property
and Confidential Information dated February 11, 2000 between you and the Company
("Confidentiality  Agreement");  provided,  however, that if the terms of any of
such  employee  benefit  plan,  or  such  Confidentiality   Agreement  shall  be
inconsistent  with the  provisions  of the  Agreement,  the  provisions  of this
Agreement shall control,  and if the terms of the Offer Letter are  inconsistent
with the  provisions  of this  Agreement,  the terms of the Offer  Letter  shall
control.  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.
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 set forth or referred to in this
Agreement shall be valid or binding.

                                      -12-
<PAGE>



         12.  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.

         13.  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.

         14. NO MITIGATION  REQUIRED.  Upon a termination of your  employment by
the Company  without Cause  pursuant to Section 2(b) or upon a Change of Control
pursuant to Section 10, 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 required to be made
by the Company hereunder.

         15.  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.

         16. ASSIGNABILITY; BINDING EFFECT. This Agreement shall not be assigned
by either party, except that it may be assigned by the Company to an acquirer 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
Section 10.  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.

         17. NONDISPARAGEMENT.  You agree not to publicly or privately disparage
the  Company,  its  personnel,  products  or  services  either  during  or  upon
termination of your employment with the Company.

         18.  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  your  employment  by the  Company  shall  survive  the  termination  of your
employment  and shall  continue  in effect for the  respective  periods  therein
provided or contemplated.

         19.   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.

          20.  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.

                                      -13-
<PAGE>


         21.   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.

         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.

                                    C&D TECHNOLOGIES, INC.


                                    By:/s/ Wade H. Roberts, Jr.
                                       ----------------------------



                                    Title:  President and CEO


Agreed as of the date first above written:


/s/ John Rich
--------------------------------
John Rich

                                      -14-

<PAGE>



                                    EXHIBIT A

                                     RELEASE


         This  Release  is made this _____ day of  _______________,  ____ by and
between C&D Technologies, Inc. ("Employer") and _________________ ("Employee").

                                    Recitals:

         WHEREAS,  the  parties  are  parties to an  Employment  Agreement  (the
"Employment  Agreement")  dated  __________,  pursuant  to  which  Employee  was
employed by Employer; and

         WHEREAS, the Employment Agreement has terminated; and

         WHEREAS,  your execution and delivery of this Release is a condition to
the Employer's obligations to pay certain compensation and benefits to you 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 after 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 to the Employee the amounts contemplated pursuant
to Section __ 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/her  employment or
termination  of  employment  with  Employer,  such as

                                      A-1
<PAGE>


all  claims  for  wrongful  discharge,  breach of  contract,  either  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), 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.  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.

         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, the Employee has a period of
7 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  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

                                      A-2
<PAGE>

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

         11 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
consideration described in Section 2 above.

         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:_____________________            ______________________________
                                                John Rich

                                      A-3

<PAGE>


                                   ENDORSEMENT

         I,  ___________________________________,  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.



                                              -------------------------------
                                              John Rich




                                      A-4