ELECTRONICS FOR IMAGING, INC. AMENDMENT OF STOCK OPTION AGREEMENT AND STOCK OPTION REPAYMENT AGREEMENT

EXHIBIT 10.2

ELECTRONICS FOR IMAGING, INC.

AMENDMENT OF STOCK OPTION AGREEMENT AND

STOCK OPTION REPAYMENT AGREEMENT

THIS AMENDMENT OF STOCK OPTION AGREEMENT AND STOCK OPTION REPAYMENT AGREEMENT (the “Agreement”) is entered into as of this 29th day of August, 2008 (the “Effective Date”), between Xxxx X. Xxxxxxxxxx (“Optionee”) and Electronics For Imaging, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the Optionee has previously been granted certain options to purchase the Company’s common stock (the “Stock Options”), as set forth on Exhibit A attached hereto; and

WHEREAS, the parties wish to amend each stock option agreement and/or grant notice evidencing a Stock Option (each an “Option Agreement”) pursuant to the terms and conditions set forth below, and to provide for the repayment of certain gains from prior stock option exercises.

AGREEMENT

1. Exercise Price. Notwithstanding anything in any Option Agreement to the contrary, the per share exercise price of each Stock Option shall be equal to, and in no event shall at any time be less than, the fair market value of a share of the Company’s common stock on the “measurement date” for such grant as determined by the Company for purposes of financial accounting and reporting under APB 25, FAS 123 or FAS 123(R), as applicable (the “Corrected Grant Date”), and each such Stock Option shall be and hereby is amended to the extent necessary to reflect such exercise price, as set forth on Exhibit A attached hereto.

2. Repayment of Certain Prior Option Gains. The Optionee shall remit to the Company a payment in the amount of $593,683, representing the after-tax excess of the fair market value, as of the Corrected Grant Date, of the Company’s common stock over the aggregate exercise price for the stock option grants which the Optionee received in his current role with the Company and has exercised prior to the Effective Date. The repayment shall be made by surrendering outstanding stock options with a value as determined below.

The grant dates, amounts and value of the options to be surrendered and cancelled shall be reflected in an Exhibit B to be attached hereto (the “Surrendered Options”). The value of the Surrendered Options for this purpose shall equal the Xxxx-Xxxxx values set forth in the valuation report of Ernst & Young as of March 19, 2008, which have been calculated based on the Corrected Grant Date for all such options. If any unvested options are used for this purpose, and Optionee’s employment with the Company is terminated prior to the time such options would have vested in full, Optionee hereby agrees to pay to the Company an amount in cash, or vested options as determined by their Xxxx-Xxxxx values set forth in the valuation report referred to above, equal to the value imputed under Exhibit B to any Surrendered Options that would not have vested by the time of termination.

3. No Double-Counting of Options Surrendered in Derivative Litigation. In no event may Optionee credit against the repayment requirement set forth above the value of the 125,000 stock options that have been or will be forfeited under any settlement of the shareholder derivative litigation pending in Delaware Chancery Court with respect to the Company’s historic stock option granting practices.

4. Continuation of Other Terms. Except as set forth herein, all other terms and conditions of each Option Agreement shall remain in full force and effect.

5. Complete Agreement. This Agreement and the Option Agreements together constitute the entire agreement between Optionee and the Company with respect to the exercise price of each Stock Option and the subject matter hereof and they are the complete, final and exclusive embodiment of their agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein.

6. Further Assurances. The Optionee agrees to promptly take, or cause to be taken and to do, or cause to be done, acts (including signing all documents, agreements or instruments) necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as reasonably requested by the Company or any affiliate thereof.

7. Applicable Law. This Agreement shall be governed by the law of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

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

ELECTRONICS FOR IMAGING, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Chief Financial Officer

OPTIONEE

/s/ Xxxx X. Xxxxxxxxxx

Xxxx X. Xxxxxxxxxx

2

Exhibit A

Stock Options

Grant Number		Grant Date (corrected as required)		Number of Options Subject to Amendment			Original Exercise Price Per Share			Amended Exercise Price Per Share
003327		06/08/99		110,000			$	33.81		$	48.38
009711		02/12/01		7,000				13.75			22.06
00002614		09/05/03		52,500	(1)			19.45			23.89

(1) In December 2007, the Optionee voluntarily, and without the receipt of any consideration from the Company, forfeited options to purchase 97,500 of the 150,000 shares of Common Stock then outstanding under this grant.

Exhibit B

Surrendered Options

Grant Number		Grant Date (corrected as required)			Number of Surrendered Options		Xxxx-Xxxxx Value			Total Value of Surrendered Options
003327		06/08/99			58,502		$	0.23		$	13,455.46
00005346		03/15/06	(2)		83,333			3.04			253,332.32
009714		03/13/01			10,000			2.27			22,700.00
00002614		09/05/03			52,500			1.92			100,800.00
009711		02/12/01			3,723			2.40			8,935.20
E0002018		04/25/02			31,467			4.04			127,126.68
A001492		04/25/02			16,667			4.04			67,334.68
										$	593,684.34

(2) The 2006 options have not fully vested. Any options that do not vest (e.g., through departure), would be paid to the Company in cash or other vested options.