Exhibit 10.1
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Baldwin Technology Company, Inc.
2 Trap Falls Road, Suite 402
P.O. Box 901
Shelton, CT 06484-0941
Tel: 203 402-1000
Fax: 203 402-5500
August 17, 2005
Mr. Karl Stephan Puehringer
Zedernweg 6
80939 Munich
Germany
Dear Mr. Puehringer:
This Agreement sets forth the terms of your employment with Baldwin
Technology Company, Inc., a Delaware corporation (the "Company"); and it
supersedes our agreement dated September 19, 2001 as amended on February 14,
2003, May 12, 2003, and February 10, 2004 (the Agreement) and is effective as of
July 1, 2005 and if not extended or unless sooner terminated, shall expire on
November 1, 2009.
1. DUTIES. During the term of your employment hereunder, you shall be
employed as the President and Chief Operating Officer (COO), and you shall
direct and manage the operations of the Company subject to the direction of the
Chairman of the Board and Chief Executive Officer of the Company. As President
and COO you shall also be a member of the Baldwin Executive Team (BET).
2. COMPENSATION. As compensation for your services during the term of
your employment hereunder:
A. Salary. You shall be paid a salary at the annual rate of
two hundred and twenty-eight thousand eight hundred Euros (228,800) (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. On or about November 1, 2005 and
each succeeding November 1 during the term of your employment hereunder, your
performance shall be reviewed by the Chairman and Chief Executive Officer of the
Company and your attainment of mutually agreed-upon objectives evaluated; your
base salary for the ensuing twelve (12) months commencing on each such November
1 may be adjusted, subject to approval by the Compensation Committee of the
Board of Directors of the Company, 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. Incentive Compensation. During the term of your employment
hereunder, and at such other times subsequent thereto as are otherwise set forth
herein, you shall annually be eligible for receiving, within three (3) months of
the end of each fiscal year, beginning with the fiscal year ending June 30,
2005, incentive compensation based on a target bonus of 50% of base salary in an
amount determined for such fiscal year under the Company's Management Incentive
Compensation Plan (MICP) as in effect at that time.
D. Supplemental Retirement Benefit. You shall be paid, at such
times as are set forth in this Agreement, retirement compensation based upon an
amount equal to thirty percent (30%) of your Final Average Pay (the
"Supplemental Retirement Benefit"), which percent shall be set at any time, and
may be set from time to time, by the Board of Directors; provided, however, that
such percent shall in no event be set later than the time at which your Final
Average Pay is to be determined hereunder, and in no case, however, will it be
set less than thirty percent (30%) unless you expressly agree to it being set to
less than thirty percent (30%). For purposes of this Agreement, the term "Final
Average Pay" shall mean an amount equal to (i) the total of (a) the sum of the
base salary paid to you with respect to each of the two (2) fiscal years ending
immediately preceding the fiscal year in which you separated from the Company,
plus (b) the base salary payable to you at the time that you separated from the
Company (annualized to twelve (12) months), (ii) divided by three (3). The
amount of thirty percent (30%) (or as the percent is so determined by the Board
of Directors) of your Final Average Pay, when calculated, shall then be restated
to a monthly amount by dividing such amount by twelve (12) (the "Monthly
Amount"), and the Monthly Amount shall be paid monthly, to you or your estate,
as the case may be, beginning on the day set forth in this Agreement, for a
period of one hundred eighty (180) months. In this regard, if you die after the
date on which you first become entitled to payment of the Supplement Retirement
Benefit, whether or not the first payment of the Monthly Amount has been paid,
and prior to the payment of the Monthly Amount, for one hundred eighty (180)
months, the Monthly Amount shall be paid monthly for the balance of such one
hundred eighty (180) month period to the beneficiary or beneficiaries designated
by you in writing to the Company, or, if none are designated, to your estate. As
of November 1, 2004 the amount of your Supplemental Retirement Benefit has
vested to the extent of sixty percent (60%). This Supplemental Retirement
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Benefit will continue to vest, in each case, assuming you are then employed by
the Company, as follows: as of November 1, 2005 it shall be vested to the extent
of eighty percent (80%), and as of November 1, 2006 it shall be vested to the
extent of one hundred percent (100%) so that as of the latter date the full
amount of the Supplemental Retirement Benefit determined by the foregoing
formula is due and payable to you in the instances as set forth elsewhere in
this Agreement.
E. Social Security. The Company will comply with German laws
regarding social security payments.
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 one million dollars ($1,000,000), 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. 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 defined in Section 5 of this Agreement) and affiliates,
including but not limited to business-class travel, reasonable accommodations,
and entertainment, subject to documentation in accordance with the Company's
policy.
5. EXTENT OF SERVICES.
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 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
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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 in Munich, Germany. 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 thirty (30) working days of annual vacation per year in year one and all
subsequent years. 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 award plans and 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 or any
Subsidiary for employees or executives 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 an automobile for your use pursuant to the Company's
written policy on company autos as in effect at that time. Maintenance,
insurance and fuel costs will be paid by the Company. Audi A-6, BMW Series 500
or equivalent automobile will be provided.
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D. Club and Professional Services. (i) The Company will pay annual
dues, not in excess of four thousand Euros (4,000) for your membership at a
social club of your choice, and (ii) the Company shall reimburse to you, or pay
directly, upon submission by you to the Company of statement for services, the
amounts payable by you to any person or persons of your choice that you retain
to advise you with regard to financial, investment, and tax matters; provided
however that such reimbursement or payment shall not exceed eight thousand Euros
(?8,000) per fiscal year beginning with the fiscal year ending June 30, 2006.
8. TERMINATION OF EMPLOYMENT. 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 following amounts, which are in addition to the amounts stipulated under
any subparagraph of this Paragraph 8:
(i) A single lump sum payment, no later than the last day of your
employment, of:
(a) 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
(b) Any amounts owing, but not yet paid, pursuant to Paragraph
4 hereof.
(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 shall be paid within three (3) months of the end of
such fiscal year.
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, not later than the last day of your
employment, of severance pay in an amount equal to two times (2x) your then
current annual base salary as defined in Paragraph 2A (as adjusted by
Paragraph 2B) hereof
(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 paid within three (3) months of such June 30.
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(iii) To the extent vested, the Monthly Supplemental Retirement
Benefit with the first payment beginning on the first day of the month
immediately succeeding the last day of your employment.
(iv) Continuation of medical benefits for a period of twelve (12)
months; and
(v) Executive outplacement services for a period of six (6) months.
The Company shall have no further obligation to you under this Agreement
and you shall have no further obligation to the Company under this
Agreement except as provided in Paragraph 11 and Paragraph 12 hereof:
B. Termination by the Company With Cause. The Company may for
cause terminate your employment hereunder at any time by written notice to you.
In the event your employment is terminated under this Paragraph 8B, you shall
forfeit the incentive compensation set forth in Paragraph 2C hereof for the
fiscal year in which such termination or resignation occurs. In the event your
employment is terminated under this paragraph 8B, the Company shall pay to you,
to the extent vested, the Monthly Supplemental Retirement Benefit as set forth
in Paragraph 2D hereof with the first payment beginning on the first day of the
month immediately succeeding the month in which you attain the age of 55. The
Company shall have no further obligation to you under this Agreement and you
shall have no further obligation to the Company under this Agreement except as
provided in Paragraph 11 and Paragraph 12 hereof. For purposes of this
Agreement, the term "cause" shall mean (1) a failure by you to remedy, within
ten (10) days of the Company's written notice to you, either (a) a continuing
neglect in the performance of your duties under this Agreement, or (b) any
action taken by you that seriously prejudices the interests of the Company, or
(2) your conviction of a felony.
C. Termination by Mutual Consent. You may terminate your
employment hereunder at any time with the written consent of the Company. In the
event your employment is terminated pursuant to this Paragraph 8C, the Company
shall pay to you the following:
(i) A single lump sum payment, of any incentive compensation
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 within three (3) months of such June 30;
and
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(ii) to the extent vested, the Monthly Supplemental Retirement
Benefit as set forth in Paragraph 2D hereof with the first monthly
payment beginning on the first day of the month immediately succeeding
the last day of employment.
The Company shall have no further obligation to you under this Agreement and you
shall have no further obligation to the Company under this Agreement except as
provided in Paragraph 11 and Paragraph 12 hereof.
D. Disability. If you should suffer a Permanent Disability at
any time, the Company may terminate your employment hereunder upon ten (10) or
more days' prior written notice to you. For purposes of this Agreement, a
"Permanent Disability" shall be deemed to have occurred only when you are
qualified for benefits under the Company's Long Term Disability Insurance
Policy. In the event of the termination of your employment hereunder by reason
of Permanent Disability, the Company shall pay to you or your legal
representative:
(i) In conformity with regular payroll dates for salaried
personnel of the Company, an amount equal to fifty percent (50%) of the
base salary you were receiving at the date of such termination under
Paragraph 2A hereof (as adjusted by Paragraph 2B hereof), payable until you
attain the age of 65 or die, whichever occurs first; provided, however,
that the amount payable under this Paragraph 8D(i) shall be reduced to the
extent of any payments made to you through any Company-sponsored group long
term disability insurance policy (the "Supplemental LTD Policy") where the
premiums for said Supplemental LTD Policy have either been paid by the
Company or reimbursed to you by the Company.
(ii) Any incentive compensation set forth in Paragraph 2C
hereof earned in the fiscal year in which the termination of your
employment occurs, 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 within three (3) months of such June 30;
(iii) Upon your attainment of age 65 or your death, whichever
occurs first, to the extent vested, the Monthly Supplemental Retirement
Benefit as set forth in Paragraph 2D hereof with the first monthly payment
beginning on the first day of the month immediately succeeding the month in
which you shall have attained the age of 65 or died.
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The Company shall have no further obligation to you under this Agreement and you
shall have no further obligation to the Company under this Agreement except as
provided in Paragraph 11 and Paragraph 12 hereof.
E. Termination by Death. In the event of the termination by your
employment by reason of death, at any time, the Company shall pay to your legal
representative, estate or heirs the following:
(i) Any incentive compensation set forth in Paragraph 2C
hereof earned in the fiscal year in which the termination of your
employment occurs, 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 within three (3) months of such June 30;
(ii) To the extent vested, the Monthly Supplemental Retirement
Benefit as set forth in Paragraph 2D hereof with the first monthly
payment beginning on the first day of the month immediately succeeding
the last day of your employment.
The Company shall have no further obligation to you under this Agreement
and you shall have no further obligation to the Company under this
Agreement except as provided in Paragraph 11 and Paragraph 12 hereof.
F. Termination Upon Expiration of Agreement. If not previously
terminated, this Agreement and your employment with the Company shall be
automatically extended for additional three-year periods, unless and until
either party notifies the other, in writing, one year prior to the expiration of
the then-current term of this Agreement. After the expiration of this Agreement,
the Company shall pay to you the Monthly Supplemental Retirement Benefit as set
forth in Paragraph 2D hereof, with the first monthly payment beginning on the
first day of the month immediately succeeding the month in which you shall have
attained the age of 55.
The Company shall have no further obligation to you under this Agreement and you
shall have no further obligation to the Company under this Agreement except as
provided in Paragraph 11 and Paragraph 12 hereof.
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G. Events. If any of the following described events occurs during
the term of your employment hereunder, you may terminate your employment
hereunder by written notice to the Company either prior to, or not more than six
(6) months after, the happening of such event. In such event, your employment
hereunder will be terminated effective as of the later of ten (10) days after
the notice or ten (10) days after the event, and the Company shall make to you
the same payments that the Company would have been obligated to make to you
under Paragraph 8A hereof if the Company had terminated your employment
hereunder effective on such date. The events, the occurrence of which shall
permit you to terminate your employment hereunder under this Paragraph 8G, are
as follows:
(i) Any merger or consolidation by the Company with or into any
other entity or any sale by the Company of substantially all of its assets;
provided; however, that such event shall not be deemed to have occurred
under this clause if consummation of the transaction would result in at
least fifty percent (50%) of the total voting power represented by the
voting securities of the Company outstanding immediately after such
transaction being beneficially owned by holders of the outstanding voting
securities of the Company immediately prior to the transaction.
(ii) Any change of a majority of the directors of the Company
occurring within any thirteen (13) month period.
(iii) The adoption by the Company of any plan of liquidation
providing for the distribution of all or substantially all of its assets.
(iv) A material diminution in your duties, or the assignment to
you of duties that are materially inconsistent with your duties or that
materially impair your ability to function as the President and Chief
Operating Officer of the Company if such diminution or assignment has not
been cured within thirty (30) days after written notice thereof has been
given by you to the Company.
9. SOURCE OF PAYMENTS. All payments provided for hereunder shall be paid
from the general funds of the Company. The Company may, but shall not be
required to, make any investment or investments whatsoever, including the
purchase of a life insurance contract or contracts on your life, to provide it
with funds to satisfy its obligations hereunder; provided, however, that neither
you nor your beneficiary or beneficiaries, nor any other person, shall have any
right, title, or interest whatsoever in or to any such investment or contracts.
If the Company shall elect to purchase a life insurance contract or contracts on
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your life to provide the Company with funds to satisfy its obligations
hereunder, the Company shall at all times be the sole and complete owner and
beneficiary of such contract or contracts, and shall have the unrestricted right
to use all amounts and to exercise all options and privileges thereunder without
the knowledge or consent of you, your beneficiary or beneficiaries, or any other
person, it being expressly agreed that neither you, any such beneficiary or
beneficiaries, nor any other person shall have any right, title, or interest
whatsoever in or to any such contract or contracts unless expressly provided
otherwise in this Agreement.
10. ENFORCEMENT OF RIGHTS. Nothing in this Agreement, and no action taken
pursuant to its terms, shall create or be construed to create a trust or escrow
account of any kind, or a fiduciary relationship between the Company and you,
your beneficiary or beneficiaries, or any other person. You, your beneficiary or
beneficiaries, and any other person or persons claiming a right to any payments
or interests hereunder shall rely solely on the unsecured promise of the
Company, and nothing herein shall be construed to give you, your beneficiary or
beneficiaries, or any other person or persons, any right, title, interest, or
claim in or to any specific asset, fund, reserve, account, or property of any
kind whatsoever owned by the Company or in which it may have any right, title,
or interest now or in the future, but you or your beneficiary or beneficiaries
shall have the right to enforce a claim for benefits hereunder against the
Company in the same manner as any unsecured creditor.
11. INVENTIONS AND CONFIDENTIAL INFORMATION. So long as you shall be
employed by the Company, you agree promptly to make known to the Company the
existence of any and all creations, inventions, discoveries, and improvements
made or conceived by you, either solely or jointly with others, during the term
of this Agreement and for three (3) years thereafter, and to assign to the
Company the full exclusive right to any and all such creations, inventions,
discoveries, and improvements relating to any subject matter with which the
Company is now or shall become concerned, or relating to any other subject
matter if made with the use of the Company's time, materials, or facilities. To
the fullest extent permitted by law, any and all of the foregoing creations,
inventions, discoveries and improvements shall be considered as
"work-made-for-hire" and the Company shall be the owner thereof. You further
agree, without charge to the Company but at its expense, if requested to do so
by the Company, to execute, acknowledge, and deliver all papers, including
applications or assignments for patents, trademarks, and copyrights relating
thereto, as may be considered by the Company to be necessary or desirable to
obtain or assign to the Company any and all patents, trademarks, or copyrights
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for any and all such creations, inventions, discoveries, and improvements in any
and all countries, and to vest title thereto in the Company in all such
creations, inventions, discoveries, and improvements as indicated above
conceived during your employment by the Company, and for three (3) years
thereafter. You further agree that you will not disclose to any third person any
trade secrets or proprietary information of the Company, or use any trade
secrets or proprietary information of the Company in any manner, except in the
pursuit of your duties as an employee of the Company, and that you will return
to the Company all materials (whether originals or copies) containing any such
trade secrets or proprietary information (in whatever medium) on termination of
your employment by the Company. The obligations set forth in this Paragraph 11
shall survive the termination of your employment hereunder.
12. RESTRICTIVE COVENANT. For a period of three (3) years after the
termination of your employment by the Company, you shall not, in any
geographical location in which there is at that time business conducted by the
Company which was conducted by the Company at the date of such termination,
directly or indirectly, own, manage, operate, control, be employed by,
participate in, or be connected in any manner with, the ownership, management,
operation, or control of, any business similar to or competitive with such
business conducted by the Company without the written consent of the Company;
provided, however, that you may have an ownership interest of up to one percent
(1%) in any entity, notwithstanding that such entity is directly competitive
with any business conducted by the Company at the date of such termination.
13. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach or asserted breach thereof, shall be settled by
arbitration to be held in New York, New York in accordance with the rules then
obtaining of the American Arbitration Association, and the judgment upon the
award rendered may be entered in any court having jurisdiction thereof. The
arbitrator shall determine which party shall bear the costs of such arbitration,
including attorneys' fees.
14. NON-ASSIGNABILITY. Your rights and benefits hereunder are personal to
you, and shall not be alienated, voluntarily or involuntarily, assigned or
transferred.
15. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto, and their respective assigns, successors, executors, administrators, and
heirs. In the event the Company becomes a party to any merger, consolidation, or
reorganization, this Agreement shall remain in full force and effect as an
obligation of the Company or its successors in interest. None of the payments
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provided for by this Agreement shall be subject to seizure for payment of any
debts or judgments against you or your beneficiary or beneficiaries, nor shall
you or any such beneficiary or beneficiaries have any right to transfer or
encumber any right or benefit hereunder; provided, however, that the
undistributed portion of the Aggregate Supplemental Retirement Benefit shall at
all times be subject to set-off by the Company for debts owed by you to the
Company.
16. SIGNING BONUS. As an inducement to sign this Employment Agreement, the
Company shall pay you a signing bonus of fifty thousand ($50,000) dollars within
fourteen (14) days of signing this letter agreement.
17. ENTIRE AGREEMENT. This Agreement, contains the entire agreement
relating to your employment by the Company. It may only be changed by written
agreement signed by the party against whom enforcement of any waiver, change,
modification, extension, deletion, or revocation is sought. While there is an
Employment Contract with Baldwin German Capital Holding GmbH ("BGC") effective
November 1, 2001, it is confirmed that this BTI Employment Agreement is the
controlling document and is the sole basis for all matters related to your
employment by the Company and its affiliates, including BGC.
18. NOTICES. All notices and communications hereunder shall be in writing,
sent by certified or registered mail, return receipt requested, postage prepaid;
by facsimile transmission, time and date of receipt noted thereon; or by
hand-delivery properly receipted. The actual date of receipt as shown by the
receipt therefor shall determine the time at which notice was given. All
payments required hereunder by the Company to you shall be sent postage prepaid,
or, at your election, shall be transferred to you electronically to such bank as
you designate in writing to the Company, including designation of the applicable
electronic address. The foregoing items (other than any electronic transfer to
you) shall be addressed as follows (or to such other address as the Company and
you may designate in writing from time to time):
To you: To the Company:
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Karl Stephan Puehringer Baldwin Technology Company, Inc.
Zedernweg 6 2 Trap Falls Road, Suite 402
80939 Munich Shelton, CT 06484-0941
Germany
19. LAW TO GOVERN. This Agreement shall be governed by, and construed and
enforced according to, the domestic laws of the State of Connecticut without
giving effect to the principles of conflict of laws.
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Very truly yours,
AGREED TO AND ACCEPTED: BALDWIN TECHNOLOGY COMPANY, INC.
By: /s/Karl Stephan Puehringer By: /s/Gerald A. Nathe
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Karl Stephan Puehringer Gerald A. Nathe
Its Chairman and Chief Executive Officer
Duly Authorized
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