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EXHIBIT 10.35
Baldwin Jimek AB
Testvagen 16
S-232 37 Arlov, Sweden
Organization # 556263-4724
Tel: 46 40 43 98 00
Fax: 46 40 43 98 10
Peter Hultberg
Hippodromvagen 12
Loddekopinge 24650
Sweden
Dear Mr. Hultberg:
This Agreement sets forth the terms of your employment as Managing
Director of
Baldwin Jimek AB (the "Company") and Vice President Marketing,
Sales and Service
of the Baldwin Group and it supersedes your current employment
agreement dated
March 3, 2006 and is effective July 1, 2009.
1. DUTIES. You shall be employed as the
Managing Director/Vice President
Marketing, Sales & Service and you shall direct and manage the
overall affairs
and property of Baldwin Jimek AB and the overall global marketing,
sales,
customer service, and technical service affairs and property of the
Baldwin
Group subject to the direction of the President and CEO of Baldwin
Technology
Co., Inc. ("BTI"). You shall also be a member of the Baldwin
Leadership Team
(BLT).
Periodically from time to time, the Company or Baldwin Group may
change your
duties and responsibilities by adding to them or subtracting from
them.
2. COMPENSATION. The following will
outline your compensation for your
services as Managing Director of the Company and Vice President
Global
Marketing, Sales and Service of the Baldwin Group:
A. Salary.
You shall be paid a base monthly salary of one hundred ten
thousand five hundred eight SEK (SEK 110,508), payable at the end
of each month
to conform to the regular payroll dates of the Company (i.e. the
25th day of the
month or last bank day prior to the 25th day, should the 25th day
fall on a
non-work day).
B. Reviews
and Adjustments. Effective January 1, 2010 your monthly
base salary will be increased to one hundred twenty-five thousand
SEK (SEK
125,000). Beginning January 1, 2011, the President & CEO of BTI
shall review
your performance and attainment of mutually agreed-upon objectives
each
succeeding year consistent with the effective date of January 1st.
Your base
salary for the ensuing twelve (12) month period may be increased,
subject to the
approval of the Compensation Committee of the Board of Directors
and the Board
of Directors of BTI, in accordance with your level of performance
as well as the
market and business conditions of the Baldwin Group.
You agree to waive condition #3 pertaining to the agreement signed
on May 25,
2009 regarding the voluntary salary reduction.
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C. Incentive
Compensation. You will be eligible to participate in the
BTI Management Incentive Compensation Plan (MICP) at a level of 50%
of your base
compensation. Terms and payments of the incentive compensation will
be in
accordance with MICP and will be provided to you under separate
cover.
D. Equity
Compensation. The position of Managing Director/Vice
President Marketing, Sales & Service is considered at a level
that is eligible
for future consideration for participation in the BTI 2005 Equity
Compensation
Plan. The Compensation Committee of the Board of Directors of BTI
administers
the Plan, and recommendations for equity awards to the full Board
of Directors
under the Plan are usually considered at the time of the Board's
August and
November meetings.
E.
Retirement Pension Benefit. You will be entitled to a pension
based
on local rules and regulations of the ITP & ITPK pension
schemes. In addition to
the social requirement of contributing to ITP & ITPK pension
schemes, you are
also entitled to a Supplemental Retirement Contribution of 15% to a
pension
scheme of your choice. The basis for the pension contributions to
your ITP,
ITPK, and the Supplemental Retirement Contribution is your base
salary. The
normal age for pension is 65 years old, but can be agreed in
writing to be
earlier.
3. EXTENT OF SERVICES. During your
employment hereunder you shall devote
your best and full-time efforts to the business and affairs of the
Company and
the Baldwin Group. During the duration of your employment
hereunder, you shall
not undertake employment with, or participate in, the conduct of
the business
affairs of, any other person, corporation, or entity, except at the
direction or
with the written approval of the President & CEO and the Board
of Directors of
BTI.
4. VACATION; OTHER BENEFITS.
A. Vacation.
You shall be entitled to a yearly vacation with pay of
thirty (30) days. The scheduling of vacation shall be coordinated
so that the
Company's and the Baldwin Group's needs are taken into account.
B. Health
Benefits. In line with normal Company policies, you shall be
eligible to receive health insurance and/or receive compensation
from the
Company for normal medical treatment while employed by the Company.
In addition,
the Company will continue to assume the reasonable costs for
additional
insurance coverage that will allow you access to specialist doctors
the same day
and allow you access to surgery procedures, if needed, within
fourteen (14)
days.
C.
Disability Payments. Should you not be able to perform your
duties
due to illness or disability, you will receive compensation at a
level of one
hundred percent (100%) of your base compensation in effect at the
time of the
illness or disability, provided local laws so permit. Approximately
ninety
percent (90%) of such compensation will be paid through an
insurance coverage
provided at a reasonable cost by the Company and the remaining 10%
of such
compensation will be provided directly by the Company. This
compensation will be
net after deduction of social security. Such payments will continue
until such
time you leave your position, you retire, or you become entitled to
early
retirement as a result of you illness or disability. During the
period of
illness or disability you will be entitled to the use of your
company car and
other benefits.
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D. Company
Automobile. The Company shall provide a leased automobile,
at its expense, for your profession