EX-10.61 4 y90086kexv10w61.txt AMENDMENT TO EMPLOYMENT AGEEMENT EXHIBIT 10.61 Baldwin Technology Company, Inc. 12 Commerce Drive P.O. Box 901 Shelton, CT 06484-0941 Tel: 203-402-1000 Fax: 203-402-5500 August 13, 2002 Mr. Gerald A. Nathe 11448 Bronzedale Drive Oakton, VA 22124 Dear Mr. Nathe: Pursuant to Paragraph 18 of our agreement dated March 19, 2001 as amended on February 26, 2002 (the "Agreement") which sets forth the terms of your employment with Baldwin Technology Company, Inc. (the "Company"), the Agreement is hereby changed, effective August 13, 2002, as follows: (1) Paragraph 2D of the Agreement is changed by deleting that Paragraph in its entirety, and inserting in its place the following: D. Deferred Compensation. You shall be paid, at such times as are set forth in this Agreement, annual deferred compensation of one hundred one thousand seven hundred eighteen and 60/100 dollars ($101,718.60), which on a monthly basis is eight thousand four hundred seventy-six and 55/100 dollars ($8,476.55) (the "Monthly Amount"). 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 or the period ending with the month of your death, whichever is longer. In this regard, if you die after the date on which you first become entitled to payment of the Deferred Compensation, whether or not the first payment of the Monthly Amount has been made, 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. (6) Paragraph 3B(i) of the Agreement is changed by deleting that paragraph in its entirety, and inserting in its place the following: (i) In order to facilitate your purchase of three hundred fifteen thousand one hundred forty-four (315,144) shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Stock"), the Company, on November 30, 1993, loaned to you one million eight hundred seventeen thousand three hundred twenty-one dollars and sixteen cents ($1,817,321.16) (the "Loan"). The Loan was made pursuant to a Loan and Pledge Agreement dated November 30, 1993, which was amended on November 25, 1997, and further amended on February 26, 2002, and which is being amended effective August 13, 2002 by an Amended and Restated Loan and Pledge Agreement. The Loan was evidenced by a demand promissory note dated November 30, 1993 (the "Note"), which was replaced by an amended demand promissory note dated February 26, 2002 (the "Amended Note") in the principal amount of one million five hundred thousand dollars ($1,500,000.00). The Amended Note is being replaced effective August 13, 2002 by an amended demand promissory note (the "Second Amended Note") in the principal amount of seven hundred fifty thousand dollars ($750,000.00). The Second Amended Note bears interest, payable annually, at a rate equal to five percent (5%) per annum effective August 13, 2002. If your employment under this Agreement terminates for any reason other than death or for "cause," as the term "cause" is defined in Paragraph 9C hereof, the Company will not demand payment of the outstanding principal of or accrued interest on the Second Amended Note for a period of six (6) months after such termination, or for a period of twelve (12) months after termination of your employment in the case of your death. Notwithstanding anything to the contrary contained in this Paragraph, at any time that you sell any of the shares of Class B Stock while any amount of the Second Amended Note remains unpaid, you shall, within five (5) days of receipt of the funds from such sale, pay to the Company, in repayment of part or all, as the case may be, of the Second Amended Note, an amount equal to five dollars and seventy-seven cents ($5.77) times the number of shares of the Class B Stock so sold, but not in excess of the unpaid balance of the Second Amended Note, plus interest as set forth in the Second Amended Note, on the amount so repaid to the extent that such interest accrued to the date of such repayment. As so changed by this letter agreement, the Agreement shall remain in full force and effect. Very truly yours, BALDWIN TECHNOLOGY COMPANY, INC. By: John T. Heald, Jr. Its President and CEO AGREED TO AND ACCEPTED: Gerald A. Nathe