Exhibit 10.1
    

    
      TERMINATION AGREEMENT
    

    
                TERMINATION AGREEMENT dated September 30, 2010 by and between
      BALDWIN TECHNOLOGY COMPANY, INC., a Delaware corporation (the “Company”)
      having its principal place of business at 2 Trap Falls Road, Suite 402,
      Shelton, CT 06484, and KARL S. PUEHRINGER (“Puehringer”), residing at 51
      Phillips Lane, Darien, CT 06820.
    

    
                WHEREAS, the Company and Puehringer entered into an Amended
      and Restated Employment Agreement dated June 19, 2010 (the “Amended and
      Restated Employment Agreement”), pursuant to which the Company employed
      Puehringer as the President and Chief Executive Officer of the Company;
      and
    

    
                WHEREAS, the Company and Puehringer mutually agree that it is
      in their respective best interests that Puehringer’s employment by the
      Company terminate, effective as of the close of business on September
      30, 2010, upon the terms and conditions hereinafter set forth.
    

    
                NOW, THEREFORE, in consideration of the promises and
      undertaking hereinafter set forth, the parties hereto agree as follows:
    

    
      1.       Termination of Agreements.  All
      agreements between the Company and Puehringer (including, without
      limitation, the Amended and Restated Employment Agreement, but excluding
      (i) the Indemnification Agreement dated February 15, 2007 between the
      Company and Puehringer (the “Indemnification Agreement”), (ii) the Award
      Agreements referred to in Section 9 as amended by Section 9, (iii) the
      Consulting Agreement referred to in Section 10 and (iv) the Mutual
      Release referred to in Section 16) will terminate, effective as of the
      close of business on September 30, 2010.  Those agreements that are
      being terminated pursuant to this Section 1 (the “Terminated
      Agreements”), after the close of business on September 30, 2010, shall
      have no further force or effect and neither the Company nor Puehringer
      shall have any rights or obligations thereunder.
    

    
      2.       Termination of Employment.  Puehringer’s
      employment by the Company will terminate effective as of the close of
      business on September 30, 2010.
    

    
      3.       Resignation of
      Directorships and Offices.  Puehringer hereby resigns, effective as
      of the close of business on September 30, 2010, as a Director and all
      positions as an officer of the Company and each of its subsidiaries of
      which he is a Director and/or officer (including, without limitation, as
      a Director and as the President and Chief Executive Officer of the
      Company).
    

    
      4.       Compensation.  The
      Company will pay to Puehringer the following:
    

    
      (a)                   Accrued
      and Unpaid Salary.  An amount equal to any accrued but unpaid salary
      owing by the Company to Puehringer as at the close of business on
      September 30, 2010, including salary in respect of any accrued and
      accumulated vacation for a total of sixty-nine and one-half (69.5)
      vacation days for all fiscal years ending on or before June 30, 2010 and
      for the period commencing on July 1, 2010 and ending on September 30,
      2010, or a total of $112,269, at the close of business on September 30,
      2010, payable on or before October 15, 2010.
    

    
      
        

        

      

      
        
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      (b)              Severance
      Compensation.  The Company shall pay to Puehringer or to
      Puehringer’s beneficiary or such beneficiaries designated by Puehringer
      in writing to the Company, or, if none is so designated, to Puehringer’s
      estate (such person or persons being referred to herein as the
      “Beneficiary”), severance compensation (the “Severance Compensation”)
      equal to eight hundred forty thousand dollars ($840,000) commencing on
      the first regular payroll date for salaried employees of the Company in
      April 2011 and ending on December 31, 2011, payable $245,000 on the
      first regular payroll date for salaried employees of the Company in
      April 2011 and thereafter a monthly amount of $35,000 (the “Severance
      Compensation Monthly Amount”) beginning on the first regular payroll
      date for salaried employees of the Company in May 2011 for a period of
      eight (8) months and a final payment of $315,000 on December 31,
      2011.  In this regard, if Puehringer dies prior to the final payment of
      Severance Compensation on December 31, 2011, the remaining payments
      of  Severance Compensation shall be paid in accordance with the payment
      schedule set forth in this Section 4 (b) to the Beneficiary.  Payments
      under this Section 4(b) (other than the final payment to be made on
      December 31, 2011) shall be made on the first regular payroll date for
      salaried employees of the Company in each respective calendar month.
    

    
      The portions of this Agreement dealing with severance compensation have
      been prepared with reference to Section 409A of the Code and should be
      interpreted and administered in a manner consistent with Section 409A.
    

    
      (c)              Accrued
      and Unpaid Fiscal Year 2010 Incentive Compensation.  An amount equal
      to any accrued but unpaid incentive compensation owing by the Company to
      Puehringer at the close of business on September 30, 2010, in a single
      lump sum payment within the time period specified under the Management
      Incentive Compensation Plan (the “MICP”) of the Company as in effect for
      the fiscal year ending June 30, 2010.
    

    
      (d)              Fiscal
      Year 2011 Incentive Compensation.  Twenty-five percent (25%) of the
      incentive compensation that Puehringer would have received for the
      fiscal year ending June 30, 2011 if Puehringer had been employed by the
      Company during the entire fiscal year ending June 30, 2011, which
      incentive compensation shall be determined and paid to Puehringer in
      accordance with the terms of the Company’s MICP as in effect on
      September 30, 2010 for the fiscal year ending June 30, 2011.
    

    
      
        

        

      

      
        
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      (e)              Deferred
      Compensation.  The Company shall pay to Puehringer or to the
      Beneficiary deferred compensation (the “Deferred Compensation”) equal to
      one million eight hundred ninety thousand dollars ($1,890,000)
      commencing on the first regular payroll date for salaried employees of
      the Company in April 2011 and ending on the first regular payroll date
      for salaried employees of the Company in September 2025, payable $31,500
      in each of the first regular payroll dates for salaried employees of the
      Company in April, May and June 2011 and thereafter a monthly payment  of
      $10,500 (the “Deferred Compensation Monthly Amount”) beginning on the
      first regular payroll date for salaried employees of the Company in
      July  2011 for a period of one hundred seventy-one (171) months.  In
      this regard, if Puehringer dies prior to the final payment of Deferred
      Compensation in September 2025, the remaining payments of  Deferred
      Compensation shall be paid in accordance with the payment schedule set
      forth in this Section 4(e) to the Beneficiary.  Payments under this
      Section 4(e) shall be made on the first regular payroll date for
      salaried employees of the Company in each respective calendar month.
    

    
      The portions of this Agreement dealing with deferred compensation have
      been prepared with reference to Section 409A of the Code and should be
      interpreted and administered in a manner consistent with Section 409A.
    

    
      (f)              No
      Excess Parachute Payments.  Notwithstanding anything to the contrary
      contained in this Agreement, if the Company obtains a written opinion of
      its tax counsel (“Tax Counsel”) to the effect that there exists a
      material possibility that any payment to which Puehringer would (but for
      the application of this Section 4(f)) be entitled under this Agreement
      would (but for such application) be treated as an “excess parachute
      payment” (as defined in Section 280G (b) of the Code), this Agreement
      shall be amended in a manner such that the payments to which Puehringer
      is entitled hereunder, as follows, to the extent necessary so that, in
      the opinion of Tax Counsel, there does not exist a material possibility
      that any payment to which Puehringer is entitled under this Agreement
      (as so amended) will be treated as an excess parachute payment: first,
      the Deferred Compensation (and, concomitantly, the Monthly Amount), and
      second, on a pro-rata basis, all other amounts (other than amounts
      payable pursuant to Section 6, which shall in any event be paid in full)
      to which Puehringer is entitled hereunder. In any event, this provision
      shall be construed in a manner such that any amendment made in
      furtherance of this provision shall be done in a manner that optimizes
      the value of the payment obligations owed to Puehringer without
      increasing the cost to the Company.
    

    
      (g)              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 Puehringer’s
      life, to provide it with funds to satisfy its obligations hereunder,
      provided, however, that neither Puehringer, the Beneficiary, nor any
      other person or persons 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
      Puehringer’s 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
      Puehringer, the Beneficiary, or any other person or persons, it being
      expressly agreed that neither Puehringer, the Beneficiary, nor any other
      person or persons shall have any right, title, or interest whatsoever in
      or to any such contract or contracts unless expressly provided otherwise
      in this Agreement.
    

    
      
        

        

      

      
        
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      (h)              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
      Puehringer, the Beneficiary, or any other person or
      persons.  Puehringer, the Beneficiary, and any other person or persons
      claiming a right to any payment or interest hereunder shall rely solely
      on the unsecured promise of the Company, and nothing herein shall be
      construed to give Puehringer, the Beneficiary, 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 the Company may have any right, title, or
      interest now or in the future, but Puehringer, the Beneficiary, and any
      other person or persons shall have the right to enforce a claim for
      benefits hereunder against the Company in the same manner as any
      unsecured creditor.  Notwithstanding anything to the contrary set forth
      in this Section 4(h), the Company has established a so-called “rabbi
      trust” as described in the Internal Revenue Service’s Revenue Procedure
      92-64, and is permitted, but not required, to contribute the amounts
      necessary for the Company to fund the Deferred Compensation set forth in
      Section 4(e).
    

    
      5.       Benefits
                       The
      Company will provide to Puehringer:
    

    
      (a)                   Medical
      Benefits.  Continuation of the medical benefits that the Company is
      presently providing to Puehringer for the period Puehringer is entitled
      to COBRA continuation coverage under Section 498B of the Internal
      Revenue Code (the “Code”).  The Company shall reimburse Puehringer for
      eighty percent (80%) of any premiums paid by Puehringer for such
      continuation, provided, however, no such reimbursement shall be made for
      continuation coverage extending beyond the earlier of (1) September 30,
      2012 or (2) the period for which Puehringer is entitled to continuation
      coverage under Section 4980B of the Code, and all such reimbursements
      shall be made in accordance with the Company’s general policies for
      reimbursement of expenses.
    

    
      (b)                   Automobile.  The
      same automobile that the Company leases and is presently providing to
      Puehringer (or, if the same automobile is not available for any reason,
      a short-term rental of a substantially similar automobile) for the
      period of seven (7) months commencing October 1, 2010 and ending April
      30, 2011, upon the condition that the Company shall continue to pay only
      the leased payments payable on the lease, the cost of insurance on the
      automobile the same as the insurance presently covering the automobile
      and the cost of the regular maintenance of the automobile.  All other
      expenses with respect to the automobile shall be paid by Puehringer and
      the Company shall not be obligated to reimburse Puehringer for any of
      such other expenses.
    

    
      
        

        

      

      
        
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      6.       Reimbursement of Expenses.  The
      Company shall pay to Puehringer that amount equal to the total of any
      unreimbursed expenses incurred on or before September 30, 2010 by
      Puehringer in connection with the business of the Company and its
      subsidiaries and for which Puehringer was entitled to be reimbursed in
      accordance with the policies of the Company as in effect at the time
      such expenses were incurred by Puehringer, in a single lump sum payment
      no later than October 15, 2010.
    

    
      7.       No Other Compensation or
      Benefits or Reimbursement of Expenses.  The Company shall have no
      further obligation to Puehringer under this Agreement for any
      compensation or benefits or reimbursement of expenses except as provided
      in the Consulting Agreement referred to in Section 10.
    

    
      8.       Indemnification Following
      September 30, 2010.  
    

    
      (a)                   The Company agrees that all rights to
      indemnification and exculpation from liabilities for acts or omissions
      occurring prior to October 1, 2010 (including rights for advancement of
      expenses) now existing in favor of Puehringer as provided in the
      certificate of incorporation or bylaws of the Company will continue in
      full force and effect in accordance with their respective terms.
    

    
      (b)                   For the six year period commencing October 1, 2010
      and ending September 30, 2016, the Company will maintain in effect the
      Company’s current directors’ and officers’ liability insurance, or
      substantially similar insurance, covering acts or omissions occurring
      prior to October 1, 2010 with respect to Puehringer who is currently
      covered by the Company’s directors’ and officers’ liability insurance
      policy, on terms with respect to such coverage and amounts no less
      favorable than those of such policy in effect on the date hereof.  In
      lieu of the foregoing, the Company may purchase six-year “tail” coverage
      covering acts or omissions prior to October 1, 2010 on substantially
      similar terms to the existing policy of the Company. The Company shall,
      upon request of Puehringer, provide evidence of such coverage including
      the terms of such coverage and confirmation that such coverage remains
      in full force and effect.
    

    
      (c)                   In the event that, following September 30, 2010,
      the Company or any of its successors or assigns (i) consolidates with or
      merges into any other entity and is not the continuing or surviving
      corporation or entity of such consolidation or merger or (ii) transfers
      or conveys all or substantially all of its properties and assets to any
      other entity, then, and in each such case, the Company shall ensure that
      the successors and assigns of the Company will  either (i) assume the
      obligations of the Company hereunder, including, without limitation,
      those set forth in this Section 8 or (ii) arrange for Puehringer to be
      treated the same as the directors and officers of the Company are
      treated.  Upon any such event, the Company shall provide to Puehringer
      evidence of the assumption of such obligations by any such successors
      and assigns.
    

    
      
        

        

      

      
        
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      (d)                   The provisions of this Section 8 (i) are intended
      to be for the benefit of, and will be enforceable by, Puehringer, his
      heirs and his representatives and (ii) are in addition to, and not in
      substitution for, any other right to indemnification or contribution
      that Puehringer may have by contract or otherwise.
    

    
      9.       Awards Granted by Company.  All
      Awards granted by the Company to Puehringer (Awards of Restricted Stock
      Shares, Restricted Stock Units, Performance Shares or Stock Options)
      which have not fully vested shall be forfeited to the extent not fully
      vested as a result of the termination of Puehringer’s employment by the
      Company and his resignation as a Director and as the President and Chief
      Executive Officer of the Company, provided however, all such Awards
      which have not fully vested with respect to which Puehringer as at
      September 30, 2010 has made a timely election under Section 83(b) of the
      Internal Revenue Code and paid the income taxes payable by him as a
      result of such election shall not be forfeited and shall instead vest on
      such date or dates that such Award or Awards would have vested if
      Puehringer’s employment by the Company had not terminated and Puehringer
      had not resigned as the President and Chief Executive Officer of the
      Company.  Notwithstanding anything to the contrary contained in this
      Agreement or any of such Award Agreements, any of the stock options
      which the Company has granted to Puehringer and which have vested but
      would otherwise expire prior to September 30, 2012 may be exercised by
      Puehringer and shall not expire until September 30, 2012.
    

    
      10.      Consulting Agreement.  Simultaneously
      with the execution of this Agreement, the Company and Puehringer will
      enter into a consulting agreement in the form attached hereto as Exhibit
      A (the “Consulting Agreement”) pursuant to which Puehringer will agree
      to consult with the Company when requested by the Company and at such
      times and places as shall be mutually agreed upon by the Company and
      Puehringer.  In exchange for such services, the Company will pay to
      Puehringer a fee equal to $1,500 per day, or such other amount or
      amounts upon which the Company and Puehringer shall mutually agree.
    

    
      11.      Confidential Information.  Puehringer
      shall 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 whatsoever, and Puehringer will
      return to the Company all materials (whether originals or copies)
      containing any such trade secrets or proprietary information (in
      whatever medium) on the termination of Puehringer’s employment by the
      Company.
    

    
      12.      Restrictive Covenant.  For
      a period of three (3) years after September 30, 2010, Puehringer shall
      not, in any geographical location in which there is at that time
      business conducted by the Company which was conducted by the Company on
      September 30, 2010, 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
      competitive with or substantially similar to such business conducted by
      the Company without the written consent of the Company, provided,
      however, that Puehringer may have a passive 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.
    

    
      
        

        

      

      
        
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      If, at the time of enforcement of this Section 12, a court shall hold
      that the duration, scope or area restrictions stated herein are
      unreasonable under circumstances then existing, the parties agree that
      the maximum duration, scope or area reasonable under such circumstances
      shall be substituted for the stated duration, scope or area and that the
      court shall be allowed to revise the restrictions contained herein to
      cover the maximum period, scope and area permitted by law.
    

    
      In the event of the breach or a threatened breach by the Consultant of
      any of the provisions of this Section 12, the Company, in addition and
      supplementary to other rights and remedies existing in its favor, may
      apply to any court of law or equity of competent jurisdiction for
      specific performance and/or injunctive or other relief in order to
      enforce or prevent any violations of the provisions hereof (without
      posting a bond or other security).
    

    
      13.      No Solicitation of Employees
      or Other Interference with the Business of the Company.  For a
      period of two (2) years ending September 30, 2012, Puehringer shall not
      directly or indirectly through another entity (i) induce or attempt to
      induce any employee of the Company or any of its Affiliates (other than
      an employee of the Company or such Affiliate who is responding to a
      general advertisement seeking to hire such a person) to leave the employ
      of the Company or such Affiliate, or in any meaningful manner interfere
      with the relationship between the Company or such Affiliate and any
      employee thereof, (ii) hire any person who was an employee of the
      Company or any of its Affiliates at any time during the period of two
      (2) years ending September 30, 2012 (other than an employee of the
      Company or such Affiliate who is responding to a general advertisement
      seeking to hire such a person), (iii) induce or attempt to induce any
      customer, supplier, licensee or other business relation of the Company
      or any of its Affiliates to cease doing business with the Company or
      such Affiliate, or in any meaningful manner interfere with the
      relationship between any such customer, supplier, licensee or business
      relation and the Company or any such Affiliate.  
    

    
      For purposes of this Agreement, “Affiliate” shall mean, with respect to
      any person, any other person directly or indirectly controlling
      (including but not limited to all directors and officers of such
      person), controlled by, or under direct or indirect common control with
      such person.  A person shall be deemed to control another person if such
      person possesses, directly or indirectly, the power (i) to vote 10% or
      more of the securities having ordinary voting power for the election of
      directors (or equivalent governing body) of such other person or (ii) to
      direct or cause the direction of the management and policies of such
      other person, whether through the ownership of voting securities, by
      contract or otherwise
    

    
      
        

        

      

      
        
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      14.      Non Disparagement.  Neither
      the Company nor any of its Affiliates shall disparage in any way
      Puehringer.  Puehringer shall not disparage in any way the Company or
      any of its Affiliates or any of their businesses, products or services
      or any of their directors, officers or employees.
    

    
      15.      Press Release.  Prior to
      issuing a Press Release with respect to the termination of Puehringer’s
      employment by the Company, the Company and Puehringer shall agree on the
      content of such press release.
    

    
      16.      Mutual Release.  Simultaneously
      with the execution of this Agreement, the Company and Puehringer are
      entering into a mutual release in the form attached hereto as Exhibit B.
    

    
      17.      Cooperation.  The Company
      and Puehringer will reasonably cooperate with each other with respect to
      the termination of Puehringer’s employment, provided further, if
      Puehringer at the time that his reasonable cooperation is requested by
      the Company is employed by another employer or engaged in any other
      business or professional endeavors, the Company agrees that Puehringer’s
      reasonable cooperation with the Company shall not interfere in any
      meaningful manner with his duties and responsibilities to such employer
      or such other business or professional endeavors.  If Puehringer
      provides services to the Company as provided for in this Section 17, the
      Company shall pay to Puehringer a fee for such services at the same rate
      that the Company will compensate Puehringer for services rendered to the
      Company pursuant to the Consulting Agreement referred to in Section 10.
    

    
      18.      Legal Fees.  The Company
      shall reimburse Puehringer, upon submission by Puehringer to the Company
      of a statement, for services of any attorney or attorneys of
      Puehringer’s choice that Puehringer has paid to advise Puehringer with
      regard to this Agreement, provided, however, that such reimbursement
      shall not exceed five thousand dollars ($5,000).  Any such reimbursement
      shall be made in accordance with the Company’s general policies for
      reimbursement of expenses, but in no event later than two weeks after
      the submission by Puehringer to the Company of the statement for
      services .  
    

    
      19.      Arbitration.  Any
      controversy or claim arising out of or relating to this Agreement, or
      the breach or asserted breach hereof, 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 any 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.
    

    
      20.      Non-Assignability.  Except
      as otherwise provided herein, Puehringer’s rights and benefits hereunder
      are personal to Puehringer, and shall not be alienated, voluntarily or
      involuntarily, assigned, or transferred, provided, however, it is agreed
      and understood that any payment obligations owed to Puehringer hereunder
      shall inure to the benefit of the Beneficiary upon Puehringer’s death.
    

    
      21.      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 provided for by this Agreement shall be subject to seizure for
      payment of any debts or judgments against Puehringer, the Beneficiary,
      or any other person or persons, nor shall Puehringer, the Beneficiary,
      or any other person or persons have any right to transfer or encumber
      any right or benefit hereunder.
    

    
      
        

        

      

      
        
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      22.      Entire Agreement.  This
      Agreement contains the entire agreement relating to the termination of
      Puehringer’s 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.
    

    
      23.      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 Puehringer
      shall be sent postage prepaid, or, at Puehringer’s election, shall be
      transferred to Puehringer electronically to such bank as Puehringer
      designates in writing to the Company, including designation of the
      applicable electronic address.  The foregoing items (other than any
      electronic transfer to Puehringer) shall be addressed as follows (or to
      such other address as the Company and Puehringer may designate in
      writing from time to time):
    


    	
           
        	
          
            To Puehringer:
          

        	
          
            To the Company:
          

        
	

        	
          Karl Stephan Puehringer
        	
          Baldwin Technology Company, Inc.
        
	

        	
          51 Phillips Lane
        	
          2 Trap Falls Road, Suite 402
        
	

        	
          Darien, CT 06820
        	
          Shelton, CT 06484-0941
        


    

    
      24.      Headings.  Headings have
      been inserted herein solely for convenience of reference, and in no way
      define, limit or affect the scope or substance of any provision of this
      Agreement.
    

    
      25.      Counterparts.  This
      Agreement may be executed in separate counterparts, each of which is
      deemed an original and all of which taken together constitute one and
      the same agreement.
    

    
      26.      Governing Law.  This
      Agreement shall be governed by, and construed and enforced according to,
      the domestic laws of the State of New York without giving effect to the
      principles of conflict of laws.
    

    
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                IN WITNESS WHEREOF, the parties hereto have executed this
      Agreement as of the date first written above.
    


    	
           
        	
          BALDWIN TECHNOLOGY COMPANY, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By
          

        	
          
            /s/Gerald A. Nathe
          

        
	

        	

        	
          Gerald A. Nathe
        
	

        	

        	
          Chairman of the Board
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          /s/Karl S. Puehringer
        
	

        	

        	
          Karl S. Puehringer
        


    

    
      
        

        

      

      
        
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      EXHIBIT A
    

    

    

    
      CONSULTING AGREEMENT
    

    
                CONSULTING AGREEMENT
      dated September 30, 2010, by and between BALDWIN TECHNOLOGY COMPANY,
      INC., a Delaware corporation (the “Company”), and KARL S. PUEHRINGER, an
      individual with an address at 51 Phillips Lane, Darien, CT 06820 (the
      “Consultant”).
    

    
                WHEREAS, on even date herewith, pursuant to the terms and
      conditions of that certain Agreement between the Company and the
      Consultant (the “Termination Agreement”), the employment of the
      Consultant was terminated; and
    

    
                WHEREAS, the Company desires to retain the consulting services
      of the Consultant and the Consultant desires to provide such services to
      the Company;
    

    
                NOW, THEREFORE, in consideration of the mutual covenants
      contained herein, and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties agree as
      follows:
    

    
                1.        Services
      and Term.  The Consultant agrees to make himself available on a
      reasonable basis, but without obligation, to serve the Company as a
      consultant. The term of this Agreement shall be from the date of this
      Agreement, until September 30, 2012 or earlier if this Agreement is
      terminated earlier than September 30, 2012 pursuant to Section 7 (the
      “Consulting Period”). In order to retain such consulting services, the
      Company shall, on not less than 72 hours notice to the Consultant (or on
      such shorter notice to which the Consultant shall agree), provide
      Consultant the specific consulting services it requests, the location at
      which such services are requested, and on what dates such services are
      requested. Within 24 hours of Consultant’s receipt of such notice,
      Consultant shall confirm that he is able to and will perform such
      services, or that he is unable to perform such services.
    

    
                          In such capacity, the Consultant shall assist the
      Company’s management with respect to the conduct of the operations of
      the business of the Company in such manner as may be reasonably
      requested by the Company from time to time.  In performing the services
      hereunder, the Consultant shall use commercially reasonable efforts in a
      diligent manner and shall dedicate such time as necessary to perform
      such services on a timely basis. In connection with providing the
      services hereunder, the Consultant is not authorized by this Agreement
      to assume or to create any obligation or responsibility, express or
      implied, on behalf of or in the name of the Company or to bind the
      Company in any manner or to anything whatsoever.  The Consultant shall
      perform all services under this Agreement as an “independent contractor”
      and not as an employee, agent, distributor, representative, Affiliate,
      partner or joint venturer of the Company.  Notwithstanding anything to
      the contrary herein, this Agreement in no manner shall be construed to
      create an employment or employee/employer relationship between the
      Company and the Consultant.  The Consultant is not authorized to assume
      or create any obligation or responsibility, express or implied, on
      behalf of, or in the name of, the Company or to bind the Company in any
      manner whatsoever.
    

    
      
        

        

      

      
        
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                Notwithstanding the foregoing, the Company agrees that the
      Consultant shall be indemnified and held harmless by the Company in the
      same manner, and upon the same terms, as set forth under the
      Indemnification Agreement referred to in the Termination Agreement.
    

    
                2.        Compensation.
    

    
                          (a)       In
      consideration of the services to be performed by the Consultant, the
      Company shall pay the Consultant a fee equal to $1,500 per day the
      Consultant provides services to the Company, which shall include related
      travel time, (or that pro-rata amount of a day), and shall reimburse the
      Consultant for reasonable out-of-pocket expenses incurred by the
      Consultant in performing work hereunder, which expenses greater than
      $500 shall be, and which expenses less than $500, to the extent
      practicable, shall be approved in advance by the Company.  No later than
      the fifteenth day of each calendar month during the Consulting Period,
      the Consultant shall submit to the Company an itemized invoice signed by
      the Consultant which shall (i) identify the services performed by the
      Consultant hereunder, (ii) describe the work performed by the Consultant
      during the previous calendar month and (iii) set forth the expenses
      incurred by the Consultant during the previous calendar month, and to
      which shall be attached receipts for all items greater than $25.00.
    

    
                          (b)       All fees earned by the Consultant under
      this Agreement and all expenses to be reimbursed to the Consultant under
      this Agreement shall be paid by the Company to the Consultant within ten
      (10) days of its receipt of the invoice from Consultant.
    

    
                          (c)       In the event the Consulting Period is
      terminated pursuant to Section 7 below, Consultant shall be entitled to
      payment for work performed before the effective date of such
      termination, invoiced pursuant to this Section 2.
    

    
                3.        Confidential
      Information.
    

    
                          (a)       The Consultant acknowledges that the
      proprietary and confidential information, obtained by him while
      consulting to the Company concerning the business or affairs of the
      Company or any of its Affiliates (“Confidential Information”) are the
      property of the Company or such Affiliate. Therefore, the Consultant
      agrees that he shall not disclose to any unauthorized person or use for
      his own account any Confidential Information without the prior written
      consent of the President and Chief Executive Officer of the Company,
      unless and to the extent that the aforementioned matters become
      generally known to and available for use by the public other than as a
      result of the Consultant's acts or omissions to act or required by law
      to be disclosed. The Consultant shall deliver to the Company within ten
      days after the termination of the Consulting Period, or at any other
      time the Company may request, all memoranda, notes, plans, records,
      reports, computer tapes and software and other documents and data (and
      all copies thereof) relating to the Confidential Information, Work
      Product (as defined in Section 4) or the business of the Company or any
      of its Affiliates which he may then possess or have under his control.
    

    
      
        

        

      

      
        
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                          (b)       For purposes of this Agreement,
      “Affiliate” shall mean, with respect to any person, any other person
      directly or indirectly controlling (including but not limited to all
      directors and officers of such person), controlled by, or under direct
      or indirect common control with such person.  A person shall be deemed
      to control another person if such person possesses, directly or
      indirectly, the power (i) to vote 10% or more of the securities having
      ordinary voting power for the election of directors (or equivalent
      governing body) of such other person or (ii) to direct or cause the
      direction of the management and policies of such other person, whether
      through the ownership of voting securities, by contract or otherwise.
    

    
                4.        Developments.  The
      Consultant agrees that all inventions, innovations, improvements,
      developments, methods, designs, analyses, drawings, reports, and all
      similar or related information which relate to the Company's or any of
      its Affiliates' actual or anticipated business, research and development
      or existing or future products or services and which are conceived,
      developed or made by the Consultant while consulting with the Company or
      any of its Affiliates (“Work Product”) belong to the Company or such
      Affiliate. The Consultant will promptly disclose such Work Product to
      the President and Chief Executive of the Company and perform all actions
      reasonably requested by the President and Chief Executive Officer of the
      Company (whether during or after the Consulting Period) to establish and
      confirm such ownership (including, without limitation, assignments,
      consents, powers of attorney and other instruments).
    

    
                5.        Non-Compete,
      Non-Solicitation.
    

    
                          (a)       The Consultant acknowledges that in the
      course of providing services to the Company he will become familiar
      with  Confidential Information and their predecessors and that his
      services have been and will be of special, unique and extraordinary
      value to the Company and its Affiliates. Therefore, the Consultant
      agrees that for a period of three (3) years ending September 30, 2013
      (the “Non-compete Period”), he shall not directly or indirectly own,
      manage, control, participate in, consult with, render services for, or
      in any manner engage in any business which manufactures, sells or
      distributes products and accessories for the printing and publishing
      industry, including, without limitation, cleaning systems and related
      consumables, fluid management and ink control systems, web press
      protection systems, drying systems, blending and packaging services and
      related services and parts or any business competing for the same
      customers as the business of the Company or any of its Affiliates as
      such business exists or is in process and is known to the Consultant on
      the date of the termination of the Consulting Period within any
      geographical area in which the Company or any of its Affiliates engages
      or plans to engage in any such business on the date of termination of
      the Consulting Period.  Nothing herein shall prohibit the Consultant
      from being a passive owner of not more than 1% of the outstanding stock
      of any class of a corporation which is publicly traded, so long as the
      Consultant has no active participation in the business of such
      corporation, provided, however, that the Consultant is not directly or
      indirectly responsible for, or does not have control over, the business
      of such competitor which directly competes with any of the business of
      the Company or any of its Affiliates on the date of termination of the
      Consulting Period.
    

    
      
        

        

      

      
        
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                          (b)       For a period of two (2) years ending
      September 30, 2012 the Consultant shall not directly or indirectly
      through another entity (i) induce or attempt to induce any employee of
      the Company or any of its Affiliates (other than an employee of the
      Company or such Affiliate who is responding to a general advertisement
      seeking to hire such a person) to leave the employ of the Company or
      such Affiliate, or in any meaningful manner interfere with the
      relationship between the Company or such Affiliate and any employee
      thereof, (ii) hire any person who was an employee of the Company or any
      of its Affiliates at any time during the Consulting Period (other than
      an employee of the Company or such Affiliate who is responding to a
      general advertisement seeking to hire such a person), (iii) induce or
      attempt to induce any customer, supplier, licensee or other business
      relation of the Company or any of its Affiliates to cease doing business
      with the Company or such Affiliate, or in any meaningful manner
      interfere with the relationship between any such customer, supplier,
      licensee or business relation and the Company or any such Affiliate or
      (iv) disparage in any way the Company or any of its Affiliates or any of
      their businesses, products or services or any of their directors,
      officers or employees.
    

    
                          (c)       If, at the time of enforcement of this
      Section 5, a court shall hold that the duration, scope or area
      restrictions stated herein are unreasonable under circumstances then
      existing, the parties agree that the maximum duration, scope or area
      reasonable under such circumstances shall be substituted for the stated
      duration, scope or area and that the court shall be allowed to revise
      the restrictions contained herein to cover the maximum period, scope and
      area permitted by law.
    

    
                          (d)       In the event of the breach or a threatened
      breach by the Consultant of any of the provisions of this Section 5, the
      Company, in addition and supplementary to other rights and remedies
      existing in its favor, may apply to any court of law or equity of
      competent jurisdiction for specific performance and/or injunctive or
      other relief in order to enforce or prevent any violations of the
      provisions hereof.
    

    
                6.        Survival
      of Obligations.  The obligations of the Consultant under Sections 3,
      4 and 5, shall continue in full force in accordance with their terms
      notwithstanding any termination of the Consulting Period pursuant to
      this Agreement or otherwise.
    

    
                7.        Termination.  The
      Consulting Period shall terminate on September 30, 2012 or on such
      earlier date specified by either the Company or the Consultant in a
      written notice given to the other not less than three (3) days prior to
      such earlier termination date.  Within ten (10) days of the termination
      of the Consulting Period, Consultant shall submit to the Company an
      itemized invoice as described in Section 2 for any fees or expenses
      accrued prior to such termination for which the Consultant has not
      previously submitted an invoice.
    

    
      
        

        

      

      
        
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                8.        Taxes.  The
      Company shall not be responsible for the withholding or payment of any
      federal, state or other taxes, including, but not limited to, income,
      workers' compensation, unemployment and social security taxes, payable
      by reason of services rendered by the Consultant to the Company.  The
      aggregate amount paid to the Consultant during each calendar year during
      the Consulting Period will be reported by the Company on a Form
      1099.  If any sales, use and excise taxes are imposed on the services
      rendered by Consultant hereunder, then the Consultant shall be
      responsible for all such taxes and shall fully reimburse the Company for
      all such taxes paid by the Company.
    

    
                9.        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 therefore shall determine the time at which notice was
      given.  All payments required hereunder by the Company to Puehringer
      shall be sent postage prepaid, or, at Puehringer’s election, shall be
      transferred to Puehringer electronically to such bank as Puehringer
      designates in writing to the Company, including designation of the
      applicable electronic address.  The foregoing items (other than any
      electronic transfer to Puehringer) shall be addressed as follows (or to
      such other address as the Company and Puehringer may designate in
      writing from time to time):
    


    	
           
        	
          
            To Puehringer:
          

        	
          
            To the Company:
          

        
	

        	
          Karl Stephan Puehringer
        	
          Baldwin Technology Company, Inc.
        
	

        	
          51 Phillips Lane
        	
          2 Trap Falls Road, Suite 402
        
	

        	
          Darien, CT 06820
        	
          Shelton, CT 06484-0941
        


    

    
                10.       Miscellaneous.
    

    
                          10.1      Force
      Majeure.  In the event that the Consultant is prevented from
      performing, or is unable to perform, any of his obligations under this
      Agreement due to any cause beyond his reasonable control and not as a
      result of his fault or negligence, then the time for such performance
      during the Consulting Period may be extended as is reasonably acceptable
      to each of the Company and the Consultant.
    

    
                          10.2      Assignment.  Neither
      this Agreement nor any right hereunder shall be assignable by either
      party without the written consent of the other party.
    

    
      
        

        

      

      
        
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                          10.3      Modification.  This
      Agreement constitutes the entire Agreement between the parties hereto
      with regard to the subject matter hereof, superseding all prior
      understandings and agreements, whether written or oral.  This Agreement
      may not be amended or revised except with the written consent of the
      Consultant and the Company.
    

    
                          10.4      Headings.  Headings
      have been inserted herein solely for convenience of reference, and in no
      way define, limit or affect the scope or substance of any provision of
      this Agreement.
    

    
                          10.5      Severability.  The
      provisions of this Agreement are severable, and the invalidity of any
      provision hereof shall not affect the validity of any other
      provision.  In the event that any court of competent jurisdiction shall
      determine that any provision of this Agreement or the application
      thereof is unenforceable because of the duration or scope thereof, the
      parties hereto agree that said court in making such determination shall
      have the power to reduce the duration and scope of such provision to the
      extent necessary to make it enforceable, and that this Agreement in its
      reduced form shall be valid and enforceable to the full extent permitted
      by law.
    

    
                          10.6      Counterparts.  This
      Agreement may be executed in separate counterparts, each of which is
      deemed an original and all of which taken together constitute one and
      the same agreement.
    

    
                          10.7      Governing
      Law.  This Agreement shall be governed by, and construed and
      enforced according to the domestic laws of the State of New York without
      giving effect to the principles of conflict of laws.
    

    
                         10.8     Arbitration.  Any
      controversy or claim arising out of or relating to this Agreement, or
      the breach or asserted breach hereof, 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 any 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.
    

    
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                IN WITNESS WHEREOF, the parties have executed this Agreement
      as of the date and year first above written.
    

    

    


    	
           
        	
          BALDWIN TECHNOLOGY COMPANY, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/Gerald A. Nathe
          

        
	

        	

        	
          Gerald A. Nathe
        
	

        	

        	
          Chairman of the Board
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          /s/Karl S. Puehringer
        
	

        	

        	
          Karl S. Puehringer
        
	

        	

        	
          51 Phillips Lane
        
	

        	

        	
          Darien, CT 06820
        


    

    
      
        

        

      

      
        
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      EXHIBIT B
    

    
      MUTUAL RELEASE
    

    
                This Mutual Release is dated as of September 30, 2010 (the
      “Release”) by and among BALDWIN TECHNOLOGY COMPANY, INC., a Delaware
      corporation (the “Company”), and KARL S. PUEHRINGER residing at 51
      Phillips Lane, Darien, CT 06820 (“Puehringer”)
    

    
                WHEREAS, pursuant to an Agreement dated September 30, 2010
      (the “Termination Agreement”), the employment of Puehringer by the
      Company is being terminated and Puehringer is resigning as a Director
      and as the President and Chief Executive Officer of the
      Company.  Capitalized terms used but not otherwise defined herein shall
      have the respective meanings given them in the Termination Agreement.
    

    
                NOW, THEREFORE, in consideration of the foregoing, the mutual
      covenants contained herein and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:
    

    
      1.       Release of the Company
      and its Affiliates.  Effective as of the close of business on
      September 30, 2010 (the “Effective Date), Puehringer, hereby knowingly
      and voluntarily releases and forever discharges the Company and its
      Affiliates and each of their respective subsidiaries, stockholders,
      directors, officers, agents, employees and representatives (each, a
      “Company Released Party”) of and from any and all actions or causes of
      action, suits, claims, demands, liabilities, losses, obligations, debts,
      costs, damages, expenses, dues, charges, complaints, contracts (whether
      oral or written, express or implied from any source) and promises
      whatsoever, whether known or unknown, absolute or contingent, at law or
      in equity, which Puehringer may now have or hereinafter can, shall or
      may have against any Company Released Party, other than (i) in the case
      of the Company only, any which specifically arise out of or are related
      to (A) the Termination Agreement, (B) the Consulting Agreement, (C) the
      Indemnification Agreement and (D) the Award Agreements referred to in
      Section 9 of the Termination Agreement as amended by Section 9 of the
      Termination Agreement and the documents and agreements to be delivered
      in connection therewith and the transactions expressly contemplated
      thereby or which arise out of facts first occurring after the Effective
      Date, or (ii) any clams which arise or occur from actions taken prior to
      the Effective Date and which involve any fraud or violation of law on
      the part of the Company Released Party.
    

    
      2.       Release of Puehringer.  Effective
      as of the Effective Date, the Company, on behalf of itself and its
      Affiliates (each, a “Company Releasing Party”), hereby knowingly and
      voluntarily releases and forever discharges Puehringer of and from any
      and all actions or causes of action, suits, claims, demands,
      liabilities, losses, obligations, debts, costs, damages, expenses, dues,
      charges, complaints, contracts (whether oral or written, express or
      implied from any source) and promises whatsoever, whether known or
      unknown, absolute or contingent, at law or in equity, which any Company
      Releasing Party may now have or hereinafter can, shall or may have
      against Puehringer, other than (i) any claims arising out of or related
      to (A) the Termination Agreement, (B) the Consulting Agreement, (C) the
      Indemnification Agreement and (D) the Award Agreements referred to in
      Section 9 of the Termination Agreement as amended by Section 9 of the
      Termination Agreement and the documents and agreements to be delivered
      in connection therewith and the transactions expressly contemplated
      thereby or which arise out of facts first occurring after the Effective
      Date or (ii) any claims which arise or occur from actions taken prior to
      the Effective Date and which involve any fraud or violation of law on
      the part of Puehringer.
    

    
      
        

        

      

      
        
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      3.       Miscellaneous.  This
      Release shall bind and inure to the benefit of and be enforceable by the
      parties hereto and their respective successors and permitted
      assigns.  This Release shall be governed by and construed in accordance
      with the laws of the State of New York, without giving effect to any
      choice of law or conflict of law provision or rule that would cause the
      application of the laws of any jurisdiction other than the State of New
      York.  This Release is complete and all promises, representations,
      understandings, warranties and agreements with reference to the subject
      matter hereof, and all inducements to the making of this Release, relied
      upon by the parties hereto, have been expressed herein.  In case of any
      one or more of the provisions of this Release shall for any reason be
      held to be invalid, illegal or unenforceable as to any party hereto in
      any respect, such invalidity, illegality or unenforceability shall not
      affect any other provisions of this Release, but this Release shall be
      construed as to such party as if such invalid, illegal or unenforceable
      provision or part of a provision had never been contained herein.  This
      Release may be executed in any number of counterparts, each of which
      will be deemed an original, but all of which together constitute one and
      the same instrument.  Delivery of an executed counterpart of a signature
      page to this Release by facsimile shall be as effective as delivery of a
      manually executed counterpart to this Release.
    

    
                IN WITNESS WHEREOF, the parties have executed this Agreement
      as of the date and year first above written.
    


    	
           
        	
          BALDWIN TECHNOLOGY COMPANY, INC.
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/Gerald A. Nathe
          

        
	

        	

        	
          Gerald A. Nathe
        
	

        	

        	
          Chairman of the Board
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          /s/Karl S. Puehringer
        
	

        	

        	
          Karl S. Puehringer
        
	

        	

        	
          51 Phillips Lane
        
	

        	

        	
          Darien, CT 06820
        


    

    
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