EXHIBIT 10.65
BALDWIN TECHNOLOGY COMPANY, INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN
as summarized on 8/11/03
as amended, effective 1/1/04
OBJECTIVE:
The Baldwin Management Incentive Compensation Plan (MICP or Bonus Plan) is
designed to reward, recognize and motivate executives and key management
employees for their contributions on a corporate-wide, functional and personal
basis.
PLAN CRITERIA:
The MICP is designed to provide each eligible participant a target bonus
percentage of his/her base salary upon the achievement of targeted financial and
personal performance objectives. For purposes of this plan, a participants base
salary will be that which is in effect on July 1st of any given fiscal year. For
the purposes of the MICP, the following financial performance objective will be
used as the basis to determine the level of payout under the Bonus Plan.
1) FINANCIAL PERFORMANCE OBJECTIVE (AOP TARGET) - For Fiscal 2004, the
Company's Annual Operating Plan (AOP) net income before taxes will be
used as the basis to determine achievement at both corporate and
business unit levels.
PAY FOR PERFORMANCE RELATIONSHIP (LEVERAGING):
Performance against the financial objective will be rated on a scale of 100 -
120% of AOP target. There will be no payout for achievement below 100% and the
maximum achievement is capped at 120% of the AOP target. The following chart
shows the % of target bonus opportunity yielded by performance leverage.
Performance Against % of Target
AOP Target Bonus Opportunity
100% 100%
110% 125%
120% 150%
BONUS FORMULA:
A participants actual bonus payout (except for corporate participants) will be
based on both the consolidated and the participant's business unit net income
before taxes. For Fiscal 2004, all participants (except corporate participants)
will have their 100% target bonus opportunity weighted at 50% from consolidated
net income before tax and 50% from their business unit's net income before tax
(corporate participants will be based 100% on consolidated net income before
tax). The final payout will be calculated by adding together the corporate and
business unit bonuses that have been separately calculated.
For example:
Corporate net income TARGET is $1.0M Business Unit net income TARGET
$400K
Corporate net income ACTUAL is $1.2M Business Unit net income ACTUAL
$300K
Salary $100,000
Bonus Eligibility 30%
100% bonus opportunity $ 30,000 (50%/50% split)
150% bonus opportunity $ 45,000 (50%/50% split)
A) 50% from Corporate @ 100% $ 15,000
Corporate Performance Leverage 120% (150% target bonus opportunity)
Corporate Bonus Portion............ $ 22,500
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B) 50% from business unit @ 100% $ 15,000
Bus Unit Performance Leverage 75% (0% target bonus opportunity)
Business Unit Bonus Portion........ $ 0
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TOTAL BONUS $ 22,500
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ADMINISTRATIVE:
1) NEW PARTICIPANTS
Any newly hired, promoted or transferred employee who becomes eligible
to participate in the MICP will do so on a pro-rated basis from the
date of such occurrence consistent with the time such participant
worked in the fiscal year. All new participants must be approved by
the President & CEO.
2) TERMINATION, RETIREMENT OR DEATH
A participant who terminates voluntarily or is terminated for just
cause (or summary dismissal) before the fiscal year end of the bonus
plan year will not receive payment under this plan. In the case of
retirement or death of a participant before the fiscal year end of the
bonus plan year, payment will be made on a pro-rated basis consistent
with the time such employee worked in the fiscal year.
3) CHANGE OF CONTROL
In the event of involuntary separation of a participant due to a
Change of Control before the fiscal year end of the Bonus Plan year,
payment will be made on a pro-rata basis consistent with the time such
participant worked during the fiscal year.
4) PAYOUT
At fiscal year end, actual financial performance results will be
compared to the performance criteria and the payout for each
participant will be calculated. Any payout from the Plan will occur no
later than August 15th following the end of the fiscal year.
In Fiscal 2004, in the event of a Change of Control, the Bonus Plan
will make a payment to all participants who qualify for a bonus (as
defined above) immediately prior to the closing date (i.e., the Change
of Control event). The payout and any performance leverage that may
have been earned will be based on the Company's actual performance
versus its AOP target (net income before tax) for all completed
quarters prior to the quarter in which the Change of Control event
occurs.
For the quarter in which the Change of Control event occurs, that
quarter's AOP target will be divided by three (3) in order to arrive
at a monthly AOP target for that quarter, against which the actual
results will be measured to calculate the pro-rata share of the bonus
payout as well as any performance leverage that may have been earned.
For the avoidance of doubt, if a Change of Control event occurs during
a month, the bonus and any performance leverage that may have been
earned will be pro-rated up to the date of closing based on the actual
results of the Company through the month ending just prior to the
month in which the Change of Control event occurs.
5) PLAN CHANGES
All information contained herein including the payout of bonuses under
this Plan may be changed as considered appropriate at the sole
discretion of the President and CEO of the Company, provided that
changes to the Plan must be approved by the Compensation and Stock
Option Committee of the Board of Directors of the Company.