Exhibit 10.(gg)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment"), is made
as of this 10th day of January 2004 by and between XXXXX X. XXXXX (the
"Employee") and PRESSTEK, INC., a Delaware corporation, its parents,
subsidiaries, divisions, or affiliated entities, successors and assigns (the
"Employer").
W I T N E S S E T H :
WHEREAS, the Employee and the Employer heretofore entered into
that certain Employment Agreement dated as of December 31,2003 (the "Agreement")
setting forth the terms and conditions pursuant to which the Employee is
employed by the Employer.
WHEREAS, the Employee and the Employer desire to amend the
Agreement;
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein and in the Agreement, the parties hereto do hereby
covenant and agree as follows:
1. Defined Terms. Terms defined in the Agreement and
delineated herein by initial capital letters shall have the same meaning
ascribed thereto in the Agreement, except to the extent that the meaning of such
term is specifically modified by the provisions hereof. In addition, other terms
not defined in the Agreement but defined herein will, when delineated with
initial capital letters, have the meanings ascribed thereto in this Amendment.
Terms and phrases which are not delineated by initial capital letters shall have
the meanings commonly ascribed thereto.
2. Amendment.
(a) Effective from and after January 10, 2004, the first
Paragraph of Section 6 of the Agreement shall be amended as follows:
6. Stock Option Grant; Participation in Stock Option, Retirement and
Employee Benefit Plans; Fringe Benefits. Subject to the terms and conditions of
the option agreement annexed to the Agreement as Exhibit A and the Employer's
1998 Stock Incentive Plan, the Employee shall be granted, on the date hereof
(the "Grant Date"), options to purchase 60,000 shares of common stock of the
Employer at a price per share equal to the fair market value of the shares on
the Grant Date, such options to vest as follows: 25% on the first anniversary of
the Grant Date, an additional 25% on the second anniversary of the Grant Date,
an additional 25% on the third anniversary of the Grant Date and the remaining
25% on the fourth anniversary of the Grant Date (subject to the earlier vesting
of the options, in their entirety, upon the execution by the Employer of a
definitive agreement relating to a Trigger Event). For this purpose, "Trigger
Event" shall
mean (a) the sale by the Employer of all or substantially all of its assets, or
(b) the acquisition of a majority of the shares of common stock of the Employer
by a third party pursuant to which holders of the Employer's common stock prior
to such transaction receive equity securities or cash from the third party in
exchange for their common stock of the Employer, and to be in the form of, and
have such other terms and conditions as are set forth in the option agreement
annexed to the Agreement as Exhibit A. However, nothing herein shall in any way
affect the options previously granted to the Employee as described in Section 4
of his prior Employment Agreement with the Employer dated June 28, 2002.
(b) Effective from and after January 10, 2004, Section
9(b) of the Agreement shall be amended as follows:
(b) The Employee shall have no right to terminate his
employment under this Agreement prior to the end of the Term of this Agreement,
unless such termination is either for Good Reason (as described in Section 12(a)
hereof) in connection with, or within one (1) and one-half years after, a Change
in Control or approved by the Board of Directors of the Employer. In the event
that the Employee violates this provision, or in the event that the Employee is
terminated for Cause, the Employee shall be entitled to no further payments
pursuant to this Agreement. However, nothing herein shall in any way affect the
Employee's entitlement to indemnification under Paragraph 15 of the Agreement
entitled "Legal Expenses" unless Employee is terminated by the Employer prior to
the Term of this Agreement for "Cause" (as defined in Section 9(a)(iii) of the
Agreement) and the reason for Employee's termination for "Cause" is related to
the claim with respect to which indemnification is sought.
3. Effect of Amendment. Except as expressly amended by
the provisions hereof, the terms and provisions contained in the Agreement shall
continue to govern the rights and obligations of the parties. This Amendment and
the Agreement shall be construed as one instrument.
4. Affirmation. Except as further amended hereby, the
Agreement remains in full force and effect and is reaffirmed and ratified in its
entirety hereby.
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IN WITNESS WHEREOF, the Employee and the Employer have
executed this Amendment in multiple counterparts as of the last day and year
written below, but it is intended that this Amendment be effective as of the
Effective Date.
EMPLOYEE:
Xxxxx X. Xxxxx
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XXXXX X. XXXXX
Date: January 10, 2004
EMPLOYER:
PRESSTEK, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board
Date: January 10, 2004
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