Exhibit 10.56

                             PERFORMANCE SHARE AWARD

                             C&D TECHNOLOGIES, INC.

      This  PERFORMANCE  SHARE  AWARD (the  "Award")  is made and  entered  into
effective  as of the 12th day of March,  2007 by and between  C&D  Technologies,
Inc.  (the  "Company"),   a  Delaware  corporation,   and  _______________  (the
"Participant").

      Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated  herein by  reference  as part of this Award,  the  Company  hereby
awards as of the Grant  Date below to the  Participant  the  Performance  Shares
described below in consideration of Participant's services to the Company.

      A.    Grant Date: March 12, 2007.

      B.    Plan (under which the Award is granted): The C&D Technologies,  Inc.
            2007 Stock Incentive Plan.

      C.    Performance   Shares:    ____________   Performance   Shares.   Each
            Performance Share represents the Company's  unsecured  obligation to
            issue up to a maximum of two and  one-half  shares of the  Company's
            common stock ("Common  Stock") as provided in Schedule 1, subject to
            adjustment as provided in the attached Terms and Conditions.

      D.    Performance Period. The Performance Period with respect to the Award
            shall be the three consecutive year period commencing on February 1,
            2007, and ending on January 31, 2010.

      IN WITNESS  WHEREOF,  the Company and the  Participant  have executed this
Award as of the Grant Date set forth above.

                                           C&D TECHNOLOGIES, INC.
                                           By: /s/____________________
                                           President and Chief Executive Officer


                                           _____________________________________
                                           Signature of Participant

                                            Name:           Name
                                            SSN:            XXX-XX-9999
                                            Address:        Address
                                                            City, State Zip
<PAGE>


                           TERMS AND CONDITIONS TO THE
                     PERFORMANCE SHARE AWARD PURSUANT TO THE
                C&D TECHNOLOGIES, INC. 2007 STOCK INCENTIVE PLAN


      1.    Performance Goals. The Performance Goals applicable to the Award are
            as set forth in Schedule 1 attached hereto and incorporated herein.
The  Performance  Goals shall be used to  determine  the number of Common  Stock
issued per Performance  Share and shall be established by the C&D  Technologies,
Inc.  Compensation  Committee of the Board of Directors (the "Committee") within
ninety (90) days of the first day of the Performance Period; provided,  however,
that in no event shall the Performance  Goals be established  after  twenty-five
percent (25%) of the Performance Period has elapsed.

      2.    Determination of Shares of Common Stock Payable.

            (a)   Committee's  Certification  and  Determination.   As  soon  as
      practicable  following  the receipt by the  Committee of a report from the
      Company's independent auditor of the Company's level of achievement of the
      Performance Goals for the Performance  Period, the Committee shall certify
      in  writing  whether  one or  more  of the  Performance  Goals  have  been
      satisfied and shall  determine the number of shares of Common Stock earned
      per  Performance  Share based on the level of Performance  Goals achieved,
      according  to the  schedule  set  forth in  Schedule  1.  The  Committee's
      determination shall be final, conclusive, and binding upon the Participant
      and the Company.

            (b)   Issuance of Common Stock Earned.  The Common Stock issued with
      respect to a Performance  Share shall be issued to  Participant as soon as
      administratively  practicable after the certification and determination by
      the Committee of the number of shares earned,  but in any event,  shall be
      issued no later than the date that is two and one-half months from the end
      of (i) the Participant's tax year in which the Performance Period ends, or
      (ii)  the  Company's  tax  year in  which  the  Performance  Period  ends,
      whichever   occurs  later,  in  accordance   with  Proposed  Treas.   Reg.
      1.409A-1(b)(4)(i) (or any successor guidance); provided, however, that if,
      due to unforeseeable events, it is administratively impracticable to issue
      the shares of Common Stock within the time period provided in this Section
      2(b) or issuing the shares within the time period provided in this Section
      2(b) would  jeopardize  the solvency of the Company in any way, the shares
      shall be issued  as soon as  reasonably  practicable  in  accordance  with
      Proposed Treas. Reg. 1.409A-1(b)(4)(ii) (or any successor guidance).

            (c)   Vesting.  Except as otherwise  provided under the terms of the
      Plan or this Award, at the end of the  Performance  Period the Participant
      shall be fully vested in the Common Stock issuable per  Performance  Share
      in  accordance  with  the  level of  Performance  Goals  achieved.  If the
      Participant's  employment with or service for the Company terminates prior
      to the end of the  Performance  Period  for any  reason,  the  Performance
      Shares  shall  be  forfeited  by the  Participant  immediately  upon  such
      termination of employment or service.


                             Exhibit 1-Page 1 of 2
<PAGE>

      3.    Tax Withholding.

            (a)   The Participant  must deliver to the Company,  within ten (10)
      days after receiving notification from the Company as to the amount of tax
      withholding that is due (the "Tax Notice Date"),  either (i) cash, or (ii)
      a  certified  check  payable  to the  Company,  in the  amount  of all tax
      withholding obligations imposed on the Company by reason of the earning of
      the shares of Common Stock issuable hereunder.

            (b)   In lieu of paying the tax withholding  obligation as described
      in Subsection (a) above,  Participant  may elect to have the actual number
      of shares of Common  Stock  issuable  hereunder  reduced  by the number of
      whole  shares of Common Stock which,  when  multiplied  by the Fair Market
      Value of the Common  Stock on the date the Common Stock is issuable to the
      Participant,  is sufficient to satisfy the minimum  amount of the required
      tax  obligations  imposed on the  Company by reason of the  earning of the
      shares (the  "Withholding  Election").  Participant may make a Withholding
      Election only if all of the following conditions are met:

                  (i)   the  Withholding  Election  must be made within ten (10)
            days after the Tax Notice Date by executing  and  delivering  to the
            Company a properly  completed  Notice of  Withholding  Election,  in
            substantially the form of Exhibit 1 attached hereto; and

                  (ii)  any  Withholding  Election  made  will  be  irrevocable;
            however,  the Committee may, in its sole discretion,  disapprove and
            give no effect  to any  Withholding  Election,  in which  case,  the
            Committee  shall notify the Participant of such  disapproval  within
            ten (10) days of its  decision  and the  Participant  shall have ten
            (10) days after  receiving such  notification to deliver the payment
            required under Subsection (a) above.

      If the Participant  does not timely satisfy payment of the tax withholding
      obligation, the Participant will forfeit the Performance Shares.

      4.    Restrictions on Transfer of Performance Shares.

            (a)   Except for the transfer of any  Performance  Shares by bequest
      or inheritance,  the Participant's right to any Performance Shares may not
      be assigned,  transferred,  pledged or sold. Any such disposition not made
      in accordance with this Award shall be deemed null and void. Any permitted
      transferee under this Section shall be bound by the terms of this Award.

            (b)   No  holder  of  Common  Stock  issuable  hereunder  may  sell,
      transfer,  assign, pledge or otherwise dispose of (whether with or without
      consideration and whether  voluntarily or involuntarily or by operation of
      law) any interest in or any beneficial  interest in any such Common Stock,
      except (i)  pursuant  to an  effective  registration  statement  under the
      Securities Act of 1933  ("Securities  Act"), or (ii) in a transaction that
      fully complies with Rule 144 thereunder,  without first  delivering to the
      Company an


                             Exhibit 1-Page 2 of 2
<PAGE>

      opinion of counsel  (reasonably  acceptable  in form and  substance to the
      Company) that neither  registration nor qualification under the Securities
      Act and applicable  state  securities  laws is required in connection with
      such transfer.

      5.    Change in Control.

            (a)   Notwithstanding  the  provisions  of  Section 2 above,  in the
      event of a Change in Control  during the  Performance  Period but prior to
      the  Participant's  termination  of  employment  with the  Company  or its
      Affiliates,  all Performance  Shares shall become  immediately  vested and
      payable at a rate that is the greater of:

                  (1)   One share of Common Stock per Performance Share; or

                  (2)   The  number of shares  of Common  Stock per  Performance

            Share based upon the actual  performance of the Company with respect
            to the Performance  Goals for the portion of the Performance  Period
            ending immediately prior to the Change in Control.

            (b)   For purposes of this Award, "Change in Control" means:

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

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


                             Exhibit 1-Page 3 of 2

<PAGE>


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

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

      6.    Change in Capitalization.

            (a)   The  number  and  kind  of  shares   issued  with  respect  to
      Performance  Shares  shall be  proportionately  adjusted  to  reflect  any
      increase  or  decrease  in the  number  of issued  shares of Common  Stock
      resulting from a spin-off,  a subdivision or combination of shares, or the
      payment  of a stock  dividend  in  shares of Common  Stock to  holders  of
      outstanding  shares of Common  Stock or any other  increase or decrease in
      the number of shares of Common Stock  outstanding that is effected without
      receipt of  consideration  by the Company.  No fractional  shares shall be
      issued in making such adjustment.

            (b)   In  the  event  of  a  merger,  consolidation,   extraordinary
      dividend,  sale of  substantially  all of the  Company's  assets  or other
      material change in the capital structure of the Company, or a tender offer
      for shares of Common Stock,  or a Change in Control,  the Committee  shall
      take such action to make such adjustments with respect to the


                             Exhibit 1-Page 4 of 2
<PAGE>

      Common  Stock  which  would be issuable  with  respect to the  Performance
      Shares as are  appropriate  to  convert  the  Common  Stock  into the same
      consideration  per share of Common  Stock that applies to the Common Stock
      holders of the  Company,  including,  without  limitation,  adjusting  the
      number and class of securities subject to the Award, or substituting cash,
      other  securities,  or other property to replace the Award;  provided that
      such consideration  shall continue to be subject to the provisions of this
      Award.

            (c)   All  determinations  and  adjustments  made  by the  Committee
      pursuant to this Section will be final and binding on the Participant. Any
      action  taken by the  Committee  need not treat all  recipients  of awards
      under the Plan equally.

            (d)   The  existence  of the Plan and the Award shall not affect the
      right  or  power  of the  Company  to make or  authorize  any  adjustment,
      reclassification,  reorganization  or  other  change  in  its  capital  or
      business structure,  any merger or consolidation of the Company, any issue
      of debt or equity  securities  having  preferences or priorities as to the
      Common Stock or the rights thereof,  the dissolution or liquidation of the
      Company, any sale or transfer of all or part of its business or assets, or
      any other corporate act or proceeding.

      7.    Governing  Laws.  This Award shall be  construed,  administered  and
enforced according to the laws of the State of Delaware;  provided,  however, no
Common  Stock  shall  be  issued  except,  in  the  reasonable  judgment  of the
Committee,  in compliance with exemptions under applicable state securities laws
of  the  state  in  which  Participant  resides,  and/or  any  other  applicable
securities laws.

      8.    Successors.  This  Award  shall be  binding  upon  and  inure to the
benefit of the heirs, legal representatives,  successors,  and permitted assigns
of the parties.

      9.    Notice.  Except as otherwise specified herein, all notices and other
communications  under this Award shall be in writing and shall be deemed to have
been given if personally  delivered or if sent by registered or certified United
States  mail,  return  receipt  requested,  postage  prepaid,  addressed  to the
proposed  recipient at the last known  address of the  recipient.  Any party may
designate  any other  address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.

      10.   Severability. In the event that any one or more of the provisions or
portion  thereof  contained  in this  Award  shall for any  reason be held to be
invalid, illegal, or unenforceable in any respect, the same shall not invalidate
or otherwise  affect any other provisions of this Award, and this Award shall be
construed  as if the  invalid,  illegal or  unenforceable  provision  or portion
thereof had never been contained herein.

      11.   Entire  Agreement.  Subject to the terms and conditions of the Plan,
this Award expresses the entire  understanding and agreement of the parties with
respect to the subject matter.


                             Exhibit 1-Page 5 of 2
<PAGE>

      12.   Headings and Capitalized  Terms.  Paragraph headings used herein are
for convenience of reference only and shall not be considered in construing this
Award. Capitalized terms used, but not defined, in this Award shall be given the
meaning ascribed to them in the Plan.

      13.   Specific  Performance.  In the  event of any  actual  or  threatened
default in, or breach of, any of the terms,  conditions  and  provisions of this
Award,  the party or parties who are thereby  aggrieved  shall have the right to
specific  performance and injunction in addition to any and all other rights and
remedies  at law or in  equity,  and all  such  rights  and  remedies  shall  be
cumulative.

      14.   No Right to Continued  Retention.  Neither the  establishment of the
Plan nor the award of Performance  Shares hereunder shall be construed as giving
Participant the right to continued employment or service with the Company or any
Affiliate.

      15.   No  Shareholder  Rights.  Except as  specifically  set forth in this
Agreement,  the  Participant  shall not have  voting  or any  other  rights as a
shareholder  of the  Company  with  respect to the  Performance  Shares  awarded
hereunder.  The  Participant  will  obtain  full  voting  and other  rights as a
shareholder  of the Company upon the  settlement  of the  Performance  Shares in
Common Stock.

      16.   Acknowledgement.  Participant  acknowledges  that:  (a)  neither the
Company  nor any of the  Company's  affiliates,  officers,  members,  employees,
agents or representatives (each a "Related Person") has provided or is providing
the  undersigned  with tax advice  regarding  the receipt and  ownership  of the
Performance  Shares  or any  other  matter,  and the  Company  has  advised  the
Participant  to  consult  with his or her own tax  advisor  with  respect to the
income tax  consequences of receiving,  holding and disposing of the Performance
Shares and the shares of Common Stock  issuable  hereunder;  and (b) neither the
Company  nor any  Related  Person has  advised  the  Participant  to rely on any
determination by it or its  representatives  as to the current fair market value
of the Performance  Shares and the shares of Common Stock issuable hereunder and
will have no liability to the Participant if the actual fair market value of the
shares of Common Stock  issuable  hereunder  exceeds the amount that the Company
intends to use for tax reporting purposes.


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                             Exhibit 1-Page 6 of 2