Compensation Committee

BALDWIN TECHNOLOGY COMPANY, INC.

 

CHARTER OF

 

THE COMPENSATION COMMITTEE OF THE

 

BOARD OF DIRECTORS

 

 

1.    Purpose

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Baldwin Technology Company, Inc. (the “Company”) assists the Board in ensuring that proper systems of long-term and short-term compensation are in place to provide performance-oriented incentives to management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and the Company.  The Committee may conduct surveys and review compensation practices in relevant industries to make certain that the Company remains competitive and is able to recruit and retain highly qualified personnel.  In performing its duties, the Committee will maintain effective working relationships with the Board and the Company’s management.

 

2.    Membership

The Committee will consist of at least three members, including a Chairperson, all of whom will be selected by, and who will serve at the pleasure of, the Board.  All members of the Committee must be “independent directors” as defined by rules promulgated by the U.S. Securities and Exchange Commission (“SEC”) and the American Stock Exchange LLC (“Amex”). 

 

The Board may designate one or more Independent Directors as alternative members of the Committee, who may replace any absent or disqualified member or members at any meetings of the Committee.  In addition, no person may be made a member or an alternative member of the Committee if his or her service on the Committee would violate any restriction on service imposed by the Sarbanes-Oxley Act, or any rule of the Internal Revenue Service, the SEC or any exchange on which shares of the common stock of the Company are traded.

 

Notwithstanding the foregoing, one director who is neither a current employee nor an immediate family member of a current employee, but who otherwise is not independent, may be appointed to the Committee, if the Board, under exceptional and limited circumstances, determines that membership is required by the best interests of the Company and its stockholders. In such case, the Board must disclose in the Company’s next annual proxy statement the nature of the relationship and the reasons for the determination.

 

 

3.       Meetings

The Committee will meet at least four times each year and more frequently if circumstances warrant.  The Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request.  The Committee will keep written minutes of its meetings, which minutes will be recorded or filed with the books and records of the Company.  The Committee will submit the minutes of its meetings to, or discuss the matters discussed at each meeting with, the Board.

 

4.     Suggested Topic Rotations

         Meetings will include a discussion of each of the following topics at least once per fiscal year on a schedule determined by the Committee.  Generally, the schedule of topics will follow the suggested timetable set forth below, and will be fixed for one fiscal year and reviewed for modification each June.

         Suggested Topics                                                    Suggested Timetable                                                                                                                             

         Approve Annual Bonus Payouts -- Officers                                   August

         Approve Equity Award Grants– All Participants                             August

         Review Management Incentive Plan – Budgets, Objectives             August

         Annual CEO Review                                                                   August

         Salary and Performance Reviews – Officers                                  August

         Succession Plan Review                                                             November

         Employee Benefit Plan Review (Significant Changes)                    November

         Board Compensation                                                                  February

         Company Compensation Strategy                                               February

         Industry Compensation Review – Officers                                     June

         Review Compensation Committee Schedule for upcoming year      June

 

 5.   Committee Responsibilities

The Committee will have the following responsibilities:

a)       To review and make recommendations to the Board at least annually as to the general compensation policies and practices of the Company for management employees of the Company, and to review and to make recommendations to the Board as to the adoption or modification of compensation and benefit plans for executive officers;

b)       To review, at least annually, the performance of the Chief Executive Officer of the Company;

c)       To review and to make recommendations to the Lead Director and the other Independent Directors of the Board at least annually with respect to the total compensation of the Chief Executive Officer;

d)       To review and to make recommendations to the entire Board at least annually with respect to the total compensation of each of the 4 (four) most highly compensated executive officers of the Company (other than the Chief Executive Officer) and, in addition, such other employees of the Company and its subsidiaries as the Committee deems appropriate;

e)       To interpret, administer and approve awards to management level employees (other than executive officers) under the Company’s equity award plans and any other employee benefit plans and to perform the duties assigned to the Committee by such plans, and to review and approve management’s recommendations as to equity awards and other compensation awards for non-management employees;

f)         To review and to make recommendations to the Board for awards under the Company’s equity award plans to the executive officers of the Company, and to review and to make recommendations to the Lead Director and the other Independent Directors of the Board for awards under the Company’s equity award plans to the Chief Executive Officer;

g)       To review and make recommendations to the Board as to any contractual or other special employment arrangements for executive officers (and other management employees) of the Company or any of its subsidiaries;

h)       To report annually, and at such additional times as may be required, to the stockholders of the Company as to the Committee’s compensation policies for the executive officers of the Company, the bases, including the factors and criteria, for the compensation paid to the Chief Executive Officer of the Company, and as to such other matters affecting the compensation payable to executive officers or other employees of the Company as may be necessary or appropriate;

i)         To review and make recommendations to the Board with respect to the compensation and benefits for directors who are not employees of the Company; and

j)         To perform such other duties as the Board may assign to the Committee from time to time.

The Committee will review this Charter not less often than annually and will recommend to the Board such changes therein as the Committee deems appropriate.

 6.   Investigations and Studies

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities as described above, and may retain, at the expense of the Company, independent counsel or other consultants necessary to assist in any such investigation or study.

Updated August 2005