Baldwin
Technology Company, Inc.
2 Trap Falls Road
Suite 402
Shelton, CT 06484
Tel: 203 402-1000
Fax: 203 402-5500
Mr. John
P. Jordan
5 Lake Wind Road
New Canaan, CT 06840
This
Agreement sets forth the terms of your employment with Baldwin
Technology Company, Inc., a Delaware corporation (the
“Company”). The term of your employment hereunder
commenced effective as of March 8, 2007, and if not extended
or unless sooner terminated, shall expire on March 8, 2010.
This Agreement is an amendment and restatement of your agreement
dated February 22, 2007.
1.
DUTIES : During the term of your employment hereunder, you
shall be employed as the Vice President, Chief Financial Officer
and Treasurer of the Company, and you shall direct and manage the
financial, accounting, tax, reporting, budgeting, audit, treasury,
investor relations, risk management, insurance, IT-infrastructure,
human resources, legal financial strategic planning, and the
communication of these matters to the Company’s Board of
Directors and the Company’s Audit Committee, subject to the
direction of the President of the Company. Periodically and from
time-to-time, the Company may change your duties and
responsibilities by adding to them or subtracting from them. You
shall also be a member of the Baldwin Executive Team.
2.
COMPENSATION : As compensation for your services during the
term of your employment hereunder:
A.
Salary : As of the original effective date of the Agreement,
March 8, 2007, you shall be paid a salary at the annual rate
of two hundred fifty thousand dollars ($250,000) (hereinafter
referred to as your “base salary”), payable in
appropriate installments to conform with regular payroll dates for
salaried personnel of the Company.
B.
Reviews and Adjustments : Consistent with the anniversary
date of your employment, your performance and attainment of
mutually agreed-upon objectives shall be evaluated by the President
of the Company. As an Executive Officer of the Company your base
salary for the ensuing twelve (12) months period may be
increased, subject to approval by the Compensation Committee of the
Board of Directors of the Company and the Board of Directors of
Baldwin Technology Company, Inc., in accordance with your level of
performance. In no case, however, will any such adjustment to your
salary ever be a negative amount unless you expressly agree to such
a reduction.
C.
Management Incentive Compensation Plan (MICP) : You will be
eligible to participate in the Baldwin Technology Company,
Inc.’s MICP at a level of 50% of your base salary. All (100%)
of your bonus opportunity will be based on achievement of corporate
(Baldwin Technology Co., Inc.) MICP AOP targets. Complete terms and
payments of the incentive compensation will be in accordance with
the MICP document, which will be provided to you under separate
cover. For fiscal year 2007 your participation and any subsequent
bonus payment will be pro-rated based on your date of
hire.
D.
Sign-on Bonus : You were provided a sign-on bonus in the
amount of $50,000, which was paid at a rate of 50% ($25,000) in
August 2007 and 50% ($25,000) in January 2008 provided
you were employed by the Company on August 1, 2007 and
January 1, 2008, respectively.
E.
Equity Compensation : Your position of Vice President, Chief
Financial Officer and Treasurer is considered at a level that
provides for future consideration for participation in the Baldwin
Technology Company, Inc.’s 2005 Equity Compensation Plan. The
Compensation Committee of the Board of Directions of the Company
administers this 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 November meeting.
F.
Supplemental Retirement Benefit: Beginning with your hire
date, on the first day of each month that you are still providing
services under the terms of this Agreement, the Company shall
accrue for your benefit a supplemental retirement benefit in an
amount necessary to ensure that, when 100% vested, the amount
accrued would be sufficient to support monthly payments equal to
twenty percent (20%) of your average base salary for the previous
three (3) years of continuous employment with the Company.
Following your termination of employment, these monthly payments
(the “Supplemental Retirement Benefit”) are to be paid
to you or, upon your death, to your beneficiary or beneficiaries
designated by you in writing to the Company, or, if none is so
designated, to your estate (“Beneficiary”), in equal
monthly installments over a ten (10) year period beginning at
such times as are set forth in this Agreement. The Supplemental
Retirement Benefit will vest in each case assuming you are then
employed by the Company, as follows: as of March 8, 2008 it
shall be vested to the extent of 20%, as of March 8, 2009 it
shall be vested to the extent of 40%, as of March 8, 2010 it
shall be vested to the extent of 60%, as of March 8, 2011 it
shall be vested to the extent of 80%, and as of March 8, 2012
it shall be vested to the extent of 100% so that as of
March 8, 2012 the full amount of the Aggregate Supplemental
Retirement Benefit shall be due and payable in the instances set
forth elsewhere in this Agreement.
3.
INSURANCE : During the term of your employment hereunder,
the Company, subject to your insurability, shall (i) pay the
premiums on a contract or contracts of life insurance on your life
providing for an aggregate death benefit of five hundred thousand
dollars ($500,000), which contract or contracts will be owned by
you, your spouse or such other party as may be designated by you;
and (ii) purchase key person term life insurance on your life
in the aggregate amount of one million dollars ($1,000,000), which
contract or contracts will be owned by the Company.
4.
REIMBURSEMENT OF EXPENSES : During the term of your
employment hereunder, in addition to the compensation provided for
herein, the Company shall reimburse to you, or pay directly, in
accordance with the policies of the Company as in effect at the
time, all reasonable expenses incurred by you in connection with
the business of the Company, and its Subsidiaries (as the term
“Subsidiaries” is defined in Paragraph 5 of this
Agreement) and affiliates, subject to documentation in accordance
with the Company’s policy for reimbursement of expenses, but
in no event later than the end of the calendar year following the
calendar year in which such expenses were incurred. The amount of
expenses eligible for reimbursement or direct payments made under
this paragraph during one calendar year may not affect the expenses
eligible for reimbursement or direct payment in any other calendar
year. The rights provided in this paragraph shall not be subject to
liquidation or exchange for any other benefit.
A.
In General : During the term of your employment hereunder
you shall devote your best and full-time efforts to the business
and affairs of the Company.
B.
Limitation on Other Services : During the term 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 Board of Directors of the
Company.
C.
Personal Investments : Nothing herein shall preclude you
from having, making, or managing personal investments which do not
involve your active participation in the affairs of the entities in
which you so invest, but, unless approved in writing by the Board
of Directors of the Company, during the term of your employment
hereunder, you shall not have more than a one percent (1%)
ownership interest in any entity which is directly competitive with
any business conducted by the Company at that time. The phrase
“conducted by the Company” as used in this
Paragraph 5C and in Paragraph 12 hereof shall mean the
business conducted by the Company or by any corporation or other
entity in which the Company owns fifty percent (50%) or more of the
stock or equity interests (either voting or non-voting) in such
other entity (a “Subsidiary”).
6.
LOCATION : Your office shall be located at the
Company’s current headquarters located in Shelton,
Connecticut. This location may change in the future. Your duties
hereunder shall be performed for the Company worldwide.
7.
VACATION; OTHER BENEFITS :
A.
Vacation : During the term of your employment hereunder, you
shall be entitled to a vacation or vacations, with pay, in
accordance with the Company’s vacation policy as in effect at
the time. Your yearly vacation accrual will be three (3) weeks
of annual vacation per year in year one and all subsequent years
until your time with the Company eventually triggers, in accordance
with the Company’s vacation policy as in effect at the time,
a larger annual accrual beyond three (3) weeks per year. You
may accumulate up to twelve (12) weeks vacation, but not more
than three (3) weeks from any single prior year.
Any
such accumulated vacation may be used in any subsequent year or
years (but no more than two (2) weeks of such accumulated vacation
in any one year) in addition to the vacation to which you are
entitled for each such year.
B.
The Company’s Benefit Plans : During the term of your
employment hereunder, you shall be eligible for inclusion, to the
extent permitted by law, as a full-time employee of the Company, in
any and all (i) pension, profit sharing, savings, and other
retirement plans and programs as in effect at the time,
(ii) life and health (medical, dental, hospitalization,
short-term and long-term disability) insurance plans and programs
as in effect at the time, (iii) equity compensation programs as in
effect at the time, (iv) accidental death and dismemberment
protection plans and programs as in effect at the time,
(v) travel accident insurance plans and programs as in effect
at the time, and (vi) other plans and programs at the time
sponsored by the Company for employees or executives of the Company
generally as in effect at the time, including any and all plans and
programs that supplement any or all of the foregoing types of plans
or programs.
C.
Automobile : During the term of your employment hereunder,
the Company shall provide you an automobile for your use pursuant
to the Company’s written policy on company autos as in effect
at that time.
8.
TERMINATION OF EMPLOYMENT : For purposes of this Agreement,
“termination of employment” and the like shall mean a
separation from service from the Company and any affiliates of the
Company, as “separation from service” is defined under
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder (collectively the
“Code”). In addition, the term “last day of your
employment” and the like shall mean the date such separation
from service occurs. In the event your employment is terminated for
any of the reasons set forth under this Paragraph 8, the
Company shall pay to you or your legal representative, estate or
heirs, as the case may be, the amounts indicated in each
subparagraph of this Paragraph 8:
(i) A
single lump sum payment, no later than the last day of your
employment, of:
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(a)
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Any accrued but unpaid salary set forth in Paragraph 2A (as
adjusted by Paragraph 2B) hereof, including salary in respect
of any accrued and accumulated vacation, due to you at the date of
such termination; and
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(b)
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Any amounts owing, but not yet paid, pursuant to paragraph 4
hereof.
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(ii) Any
accrued but unpaid incentive compensation as set forth in
Paragraph 2C hereof due to you at the date of such termination
for the fiscal year ending on or immediately prior to the date of
such termination which incentive compensation in accordance with
the terms of the Management Incentive Compensation Plan
(MICP).
A.
Termination by the Company Without Cause : The Company may,
without cause, terminate your employment hereunder at any time upon
ten (10) or more days’ written notice to you. In the
event your employment is terminated under this Paragraph 8A,
the Company shall pay to you the following:
i) A
single lump sum payment of severance pay in an amount equal to your
then current annual base salary as defined in Paragraph 2A
hereof (as adjusted by Paragraph 2B hereof), with payment to
be made on the first day of the seventh (7 th
)
full calendar month immediately succeeding the month in which the
last day of your employment occurs.
(ii) A
single lump sum payment of any incentive compensation as set forth
in Paragraph 2C hereof earned in the fiscal year of the
termination of your employment, which incentive compensation shall
be determined on the basis of the Company’s operations
through June 30 of such fiscal year, and shall be pro-rated
through the last day of your employment, and shall be paid in
accordance with the terms of the MICP;
(iii) The
Company shall reimburse you on a monthly basis for eighty percent
(80%) of any COBRA premiums paid by you for continuation of
coverage under the Company’s medical insurance plan for a
period of up to twelve (12) months following your termination from
employment (or such shorter time as you may be eligible for such
COBRA coverage under the terms of applicable law).
(iv) Executive
outplacement services for a period of six (6) months following
your termination date not to exceed a total amount of fifteen
thousand dollars ($15,000). Payment for such outplacement services
shall be made upon receipt of invoice from outplacement provider
and shall be paid no later than the last day of the second calendar
year following the calendar year in which your employment is
terminated; and
(v) To
the extent vested, the monthly Supplemental Retirement Benefit as
set forth in Paragraph 2F hereof with payment
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