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EXHIBIT 10.25
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Agreement is made this 15 day of August, 1995 between
Baldwin-Japan Limited, a Japanese corporation ("BJL") and Akira Hara, a
Japanese citizen ("HARA").
WHEREAS BJL and HARA are parties to an Employment Agreement dated as of
November 16, 1988 (the "Employment Agreement") which provided for HARA to
receive, among other things, benefits under a Retirement Allowance Plan (the
"RAP"), attached to the Employment Agreement as Exhibit I; and
WHEREAS the RAP has been amended (a copy of which amended version is
attached hereto) and the parties wish such amendment to be subjected to the
Employment Agreement;
NOW, THEREFORE, the parties agree as follows;
1. Amendment.
(1) The seventh recital of the Employment Agreement be deleted and
replaced with the following;
"WHEREAS, BJL and BTI, as the indirect sole shareholder of BJL, through
its 100% ownership of Baldwin Asia Pacific Corporation ("BAP") which in turn
owns 100% of BJL, desire to extend to HARA certain company benefit plans,
including without limitation, the Retirement Allowance Plan, as amended from
time to time (the "RAP"), a current copy of which is attached hereto as
Exhibit I."
(2) The words "that would have an adverse effect on Hara" in paragraph
3(b) be deleted.
(3) The words "and BAP" be added after "BTI" on the first line in
Paragraph 3(c).
(4) The words "including the supplemental retirement allowance provided for
in Article 5.02 of the RAP" be added after the words "retirement
allowance" on the next to last line in Paragraph 3(c).
2. Greater Certainty. For greater certainty, the parties agree that all
references to the RAP within the Employment Agreement are to the RAP as amended
from time to time, subject only to the provisions of subsection 3(b) of the
Employment Agreement regarding adverse amendments, etc. to the RAP.
3. No Other Amendment. The parties agree that, except as set forth above,
the Employment Agreement remains unamended and in full force and effect.
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IN WITNESS WHEREOF, the parties have entered into this agreement as of
the date first above written.
BALDWIN-JAPAN LIMITED
By: /s/ Wendell M. Smith
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Wendell M. Smith
Representative Director
/s/ Akira Hara
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Akira Hara
ACKNOWLEDGED AND AGREED TO ON
___________, 1995 BY BALDWIN
TECHNOLOGY COMPANY, INC. IN ITS
CAPACITY AS THE MAJORITY
SHAREHOLDER OF BALDWIN-JAPAN
LIMITED.
BY: /s/ Wendell M. Smith
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Wendell M. Smith
President and Chief
Executive Officer
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Retirement Allowance Plan
for
Representative Directors and Directors
of
Baldwin-Japan Ltd.
Article 1. Purpose.
The purpose of this Retirement Allowance Plan is to govern, and provide
for, the retirement allowance of eligible Representative Directors and
Directors (reference herein to a "Director" shall include a Representative
Director unless the context requires otherwise) of the Company who are not
otherwise covered by the Company's work rules and retirement allowance program
which apply to regular employees (the "Employee Plan").
Article 2. Eligibility.
A Director of the Company who is appointed and works for the Company on
a full-time basis and who is not otherwise covered by the Employee Plan shall
be automatically eligible to participate in this Retirement Allowance Plan. A
Director of the Company who is not a full-time officer of the Company or who is
covered by the Employee Plan shall be ineligible to participate.
Article 3. Retirement Age.
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The retirement age for a Director of the Company shall be determined as
follows:
Position Retirement Age
-------- --------------
President and
Representative Director 68
Vice President and
Representative Director 66
Senior Managing Director 64
Managing Director 64
Director (without any of the
above job titles) 62
A Director shall retire from the Company effective as of the next
Ordinary General Meeting of Shareholders held following the date such Director
reaches the indicated retirement age, provided however, that nothing herein
shall be construed as requiring a Director to retire if the Shareholders
request such Director to extend his retirement age and he is willing and able
to do so, and provided further, that nothing herein shall be construed to
prevent a Director from electing to retire at any time prior to reaching the
indicated retirement age.
Article 4. Senior Advisers.
A Director who has actually retired shall be eligible for appointment
by the Board of Directors to the position of Senior Adviser of the Company. A
Director, if so appointed,
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shall serve as a Senior Adviser for a fixed term, as determined in each
instance at the time of appointment. The fixed term may be renewed or
extended. A Senior Adviser shall receive as compensation a monthly payment equal
to 60% of his base monthly remuneration at the time of retirement (the
"Senior Adviser Fee") for so long as he shall serve as a Senior Adviser.
Additionally, a Senior Adviser shall receive reasonable compensation and
reimbursement of expenses for any specified assignments he may be requested to
carry out on behalf of the Company. A Senior Adviser who assumes any office
with, and/or is employed by, any other person, company or legal entity without
the prior written consent of the Company shall cease to be a Senior Adviser and
shall receive no further payments hereunder.
Article 5. Retirement Allowance.
5.01 The retirement allowance of a Director for time served in each of
the following positions shall be computed by multiplying: (i) the Director's
base monthly remuneration at the date of retirement by (ii) the number of
years served in the respective position set forth below, and then further
multiplied by (iii) the respective multiplication factor(s) pertaining to the
highest position(s) held by the Director during the last ten (10) years prior
to retirement; provided, however, that the retirement allowance for years of
service in any, or a
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combination, of the following positions which are in excess of the last ten
years (10) of service shall be computed by multiplying item (i) above by the
number of excess years, and then further multiplied by the multiplication
factor for a Director (1.25):
Position Factor
-------- ------
President and
Representative Director 3.2
Vice President and
Representative Director 2.5
Senior Managing Director 2.0
Managing Director 1.5
Director (without any of the
above job titles) 1.25
In the event that the Director has held more than one of the above
positions, the total retirement allowance shall be computed by adding the
retirement allowance for each position held as calculated above, subject to
the proviso of the first paragraph of this Article 5.
For purposes of the above calculations, the unit of length of service
shall be 180 days. A period of more than 180 days making up part of the length
of service shall be considered as a full year, and any period of service less
than 180 days and more than one month shall be considered as one half of a
year.
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In addition to the above, a Director who has rendered service of
particular merit to the Company may be granted a meritorious retirement award
of up to 50% of the retirement allowance calculated above.
5.02 In addition to the retirement allowance calculated in accordance
with Article 5.01 above, any Director who has served as a Director of the
Company for a period of 20 years or more, of which at least 16 years have been
in the capacity as the President and Representative Director of the Company,
shall be entitled to receive an annual supplemental retirement allowance equal
to 40% of the average of the three highest gross annual base remuneration
received from the Company, including all entities affiliated with the Company,
subject to the following:
A. For purposes of this calculation, amounts considered as bonuses
or incentives shall not be counted as part of the Director's annual
base remuneration.
B. The supplemental retirement allowance shall be paid annually in
twelve equal installments beginning in the month following the
month in which the Director retires from active service with the
Company, provided however, that in the
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event the Director retires before reaching the age of 65 the
supplemental retirement allowance will not begin until the month
following the month in which the Director turns 65 years of age.
C. In the event the Director meets the minimum requirement of having
served for a period of 16 years as the President and Representative
Director of the Company but is required to retire from the Company
before satisfying the requirement of having served as a Director of
the Company for 20 years either as a result of a permanent disability
or at the request of the Company or its shareholder for any reason, the
supplemental retirement allowance shall vest immediately and payment
shall begin as of the date of separation from the Company.
D. The supplemental retirement allowance shall be paid monthly to the
Director (or the Director's legal heirs) for a period of 180 months or
until the death of the Director, whichever comes later.
E. In the event the Director dies after serving for 16 years as the
President and Representative Director of the Company but before
retirement, the
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supplemental retirement allowance shall be paid to the Director's spouse
for up to a maximum of 180 months, provided that if at the time of the
Director's death, the Director is not survived by a spouse or if the
surviving spouse dies before the expiration of the 180-month term, then
the remaining months of supplemental retirement allowance payments
shall be paid to the Director's legal heirs.
Article 6. Death or Permanent Disability.
In the event a Director dies or becomes permanently disabled prior to his
retirement, his years of service as Director and his retirement allowance shall
be calculated as if he had finished his then current term as a Director. In the
event that a Director dies-prior to his retirement, his retirement allowance
as calculated herein, subject to approval by the Shareholders of the Company,
and subject to Article 5.02, E above, shall be paid to his legal heirs. A
Director who dies or becomes permanently disabled while serving as a Special
Adviser shall receive the Special Advisers Fee (in the case of death it shall
be paid to his legal heirs) for a period of six months after the date of death
or permanent disability.
Article 7. Payment.
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Retirement allowance shall be paid within 60 days of the date of the
Shareholders' Meeting at which the Director's term expires. In the case of
death or permanent disability prior to retirement, retirement allowance shall
be paid within 120 days of the date of death or permanent disability.
Article 8. Amendment or Modification.
This Retirement Allowance Plan may be amended or modified at any time
by the Shareholders of the Company at a duly convened Shareholders' Meeting.