EXHIBIT 10.2
EMPLOYMENT AGREEMENT
AGREEMENT (the "Agreement") made by and between Presstek, Inc., a
Delaware corporation (the "Employer"), and Xxxxxx X. Xxxxxx (the "Employee").
WHEREAS, Employee is currently a member of the Board of Directors of
the Employer and both the Employer and the Employee now wish for Employee to be
employed as Chief Executive Officer and President of the Employer; and
WHEREAS, the Employee wishes to commence his employment with the
Employer and the Employer wishes to commence its employment of Employee on a
date to be mutually determined by the parties, but in any event on or prior to
June 2, 2002.
NOW, THEREFORE, in consideration of the premises and of the promises
hereafter contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
AGREE as follows:
1. EMPLOYMENT. Commencing as of a date to be mutually determined by the
Employee and the Employer, but in no event later than June 2, 2002 (the
"Start Date"), the Employee shall be employed as Chief Executive
Officer and President of the Employer and shall continue to serve as a
member of the Board of Directors of the Employer through the Term of
this Agreement. The Employee shall render executive, policy, operations
and other management services to the Employer of the type customarily
performed by persons situated in similar executive and management
capacities. The Employee shall perform such other related duties as the
Board of Directors of the employer may from time to time reasonably
direct.
2. COMPENSATION. The Employer agrees to pay the Employee during the Term
of this Agreement an annual base salary equal to $350,000 U.S. Dollars
with the salary to be reviewed annually during the Term of this
Agreement by the Board of Directors or Compensation Committee of the
Employer. In the annual salary review, the Board of Directors may
compensate the Employee for increases in the market value of the
Employee's duties and responsibilities hereunder and may provide for
performance or merit increases. The base salary of the Employee shall
not be decreased at any time during the Term of this Agreement from the
amount then in effect, unless the Employee otherwise agrees in writing.
The salary shall be payable to the Employee not less frequently than
monthly.
In addition, Employee will upon the commencement of his employment with
the Employer, relocate to the New Hampshire area. The Employer will
reimburse Employee for his reasonable moving expenses relating to his
relocation to the New Hampshire area and will reimburse Employee for
his reasonable living expenses for the first 90 days of his relocation
to the New Hampshire area, in each case, upon presentation by the
Employee of an itemized account of such expenditures.
Participation in discretionary bonuses, retirement and other employee
benefit plans and fringe benefits shall not reduce the salary payable
to the Employee under this Section 2.
3. DISCRETIONARY BONUSES. During the Term of this Agreement, the Employee
shall be entitled to receive an annual cash bonus of up to 30% of the
Employee's then annual base salary, based on the Employee's
contribution to the accomplishment of key annual corporate objectives
mutually determined by the Employee and the Employer. During the Term
of this Agreement, the Employee also shall be entitled to participate
in an equitable manner with all other eligible executive employees of
the Employer in any other incentive compensation and bonus programs
authorized and declared by the Board of Directors or Compensation
Committee of Employer for executive employees. No other compensation
provided for in this Agreement shall be deemed a substitute for the
Employee's right to participate in such incentive compensation or bonus
programs when and as declared.
4. STOCK OPTION GRANT; PARTICIPATION IN STOCK OPTION, RETIREMENT AND
EMPLOYEE BENEFIT PLANS; FRINGE BENEFITS. The Employee shall be granted,
on the date hereof (the "Grant Date"), options to purchase 500,000
shares of common stock of the Employer at a price per share equal to
$5.23, such options to vest as follows: 25% upon the Grant Date, an
additional 25% on the first anniversary of the Grant Date, an
additional 25% on the second anniversary of the Grant Date and the
remaining 25% on the third 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 hereto as Exhibit A.
In addition to the foregoing stock options, and subject to the
eligibility requirements that may be applicable, the Employee shall be
entitled to participate in any plan or arrangement of the Employer
relating to stock options, stock purchases, pension, thrift, or profit
sharing benefits, or other benefits under qualified or non-qualified
deferred compensation plans, group life insurance, medical coverage,
education or any other employee benefits that the Employer may adopt or
make available for the benefit of Employee or of executive employees
generally.
The Employee shall also be entitled during the Term of this Agreement
to any fringe benefits which may be or become available, during the
Term of this Agreement, to executive employees of the Employer, and to
the payment or reimbursement of reasonable expenses for attending
annual and periodic meetings of trade associations, and any other
benefits which are commensurate with the duties and responsibilities to
be performed by the Employee under this Agreement.
5. EMPLOYMENT TERM. "Term," as used in this Agreement, shall refer to the
Term of this Agreement as defined in this paragraph. The Term of the
employment under this Agreement shall commence on the Start Date and
shall initially end two years thereafter, on the day preceding the
second anniversary of the Start Date, unless sooner terminated in
accordance with the provisions hereof. The Term of employment under
this Agreement shall, on each anniversary of the Start Date thereafter
(commencing with the second anniversary of the Start Date), be
automatically extended for an additional year unless Employer or
Employee gives written notice to the other, at least 90 days prior to
such anniversary date, that he or it does not concur in such extension.
If neither party gives notice of non-concurrence in such extension, the
Term will be automatically extended for an additional year.
6. STANDARDS. The Employee shall perform his duties and responsibilities
under this Agreement in accordance with such reasonable standards as
are established from time to time by the Board of Directors of
Employer. The reasonableness of such standards shall be measured
against standards for executive performance generally prevailing in
similar high technology companies.
7. VOLUNTARY ABSENCES; VACATIONS. The Employee shall be entitled to an
annual paid vacation during the Term of this Agreement of four (4)
weeks per year or such longer period as the Board of Directors may
approve or such longer periods to which the Employee may be entitled as
an employee of the Employer. The timing of paid vacations shall be
scheduled in a reasonable manner by the Employee.
8. TERMINATION OF EMPLOYMENT.
(a) (i) The Board of Directors of the Employer may terminate the
Employee's employment at any time, but any termination by
the Board of Directors other than termination for Cause (as
defined in Section 8(a)(iii) below) shall not prejudice the
Employee's right to receive compensation and other benefits
under this Agreement. In the event of a termination for
Cause, the Employee shall have no right to receive
compensation or other benefits, including payment of legal
fees and expenses incurred, for any period after
termination for Cause except as otherwise required by law.
Regardless of the reason for the termination of Employee's
employment, other than termination for Cause, the Employer
shall continue to be subject to any independent obligation
to Employee under any employee benefit plan in which the
Employee is then a participant, and to any obligation for
severance pay, if any, in accordance with the then existing
severance policies of the Employer.
(ii) In the event that the Employee's employment ceases by
reason of (a) the Employer's termination of the Employee's
employment during the Term other than for Cause, or (b) the
Employer's non-concurrence in the automatic extension of
the Term, the Employer shall be obligated concurrently with
the termination of such employment, in lieu and replacement
of the Employee's entitlement to any compensation and other
benefits under this Agreement
pursuant to Section 8(a)(i), to make a lump sum cash
payment to the Employee as liquidated damages in an amount
equal to the Employee's then current annual salary
multiplied by a fraction, the denominator of which shall be
12 and the numerator of which shall be the number of months
remaining in the Term, plus an additional amount equal to
the Employee's then current annual salary for one (1) full
year. Notwithstanding the foregoing, if the Employer's
termination of the Employee's employment without Cause
occurs in connection with, or within two (2) years after, a
"Change in Control" as defined in Section 9(b) hereof, the
amount payable to the Employee shall be determined under
Section 9(a) as limited by Section 9(c) hereof. Such
payment to the Employee shall be made on or before the
Employee's last day of employment with the Employer. The
liquidated damages shall not be reduced by any compensation
which the Employee may receive for other employment with
another employer after termination of his employment with
the Employer. In addition, the Employee shall be entitled
to have all existing retirement or employee benefits of the
type referred to in Section 4 hereof continue for the
remainder of the Term when the Agreement is terminated,
except as otherwise required by law or provided in the
related retirement or other employee benefit plans or
agreements.
(iii) References in this Agreement to "termination for Cause"
shall mean termination on account of acts or omissions of
Employee which constitute Cause as defined below. Any
determination with respect to a termination for Cause shall
require the approval of the Board of Directors of the
Employer. "Cause" shall mean any of the following:
(A) conviction of a felony,
(B) theft from the Employer,
(C) breach of fiduciary duty involving personal profit,
(D) sustained and continuous conduct by Employee which
adversely affects the reputation of the Employer,
(E) continued failure of the Employee to substantially
and satisfactorily perform his duties or obligations
under this Agreement following twenty (20) days'
notice by the Employer to the Employee and a failure
by the Employee to correct the deficiency cited in
such notice (other than any such failure resulting
from Employee's incapacity due to physical or mental
illness).
(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 9(a) hereof) in connection with, or
within two (2) 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 Employee is
terminated for Cause, Employee shall be entitled to no further
payments pursuant to this Agreement, and the Employer shall be
entitled, in addition to its other legal remedies, to request
a court of competent jurisdiction to enjoin the employment of
the Employee with any significant competitor of the Employer,
for a period of two (2) years or the remaining Term of this
Agreement plus one (1) year, whichever is less. Upon written
consent, the Board may permit the Employee to work for a
significant competitor during such period. During such period,
even if the Employee is permitted to be employed by a
significant competitor, he shall not without the approval of
the Board of Directors of the Employer induce any officer of
the Employer to accept employment from such competitor, nor
shall he use proprietary and confidential information of the
Employer for the benefit of such competitor.
9. CHANGE IN CONTROL.
(a) (i) If during the Term of this Agreement there is a Change in
Control of the Employer, and Employee's employment with the
Employer is terminated involuntarily (other than for
Cause), or voluntarily for Good Reason (as defined below),
in connection with or within two (2) years after such
Change in Control, then the Employee shall be entitled to
receive as a severance payment, for services previously
rendered to the Employer, a lump sum cash payment as
provided in Section 9(a)(ii) below.
(ii) Subject to Section 9(c) hereof, the lump sum cash payment
(the "Payment") shall be in an amount equal to three (3)
times the Employee's average annual compensation which was
payable by the Employer and was includible by the Employee
in his gross income for federal income tax purposes with
respect to the five (5) most recent taxable years of the
Employee ending prior to such Change in Control of the
Employer (or such portion of such period during which the
Employee was a full-time employee of the Employer), less
one dollar.
(iii) As used herein, the term "Good Reason" means, unless
previously consented to in writing by the Employee, the
occurrence of any one of the following:
(A) the assignment to the Employee of duties and
responsibilities that are not at least substantially
equivalent to the Employee's duties and
responsibilities with the Employer immediately prior
to such Change in Control;
(B) the failure to continue the Employee in a position
and title that is at least substantially equivalent
to the position held by the Employee with the
Employer immediately prior to such Change in
Control, except in connection with the termination
of the Employee's employment for Cause or as a
result of death or permanent disability;
(C) a reduction in or failure to pay currently total
annual cash compensation in an amount equal to or
greater than the sum of (i) the Employee's salary at
the highest annual rate in effect during the 12-
month period immediately prior to such Change in
Control, and (ii) the bonus paid to similarly
situated employees pursuant to the acquiring
Employer's executive bonus plan for the fiscal year
ending immediately prior to such Change in Control;
(D) the Employee's benefits under any employee benefit
or welfare plan of the acquiring Employer are less,
or are reduced to less, other than reductions
mandated by a change in law, than the benefits of
similarly situated employees under any employee
benefit or welfare plan of the acquiring Employer in
effect immediately prior to such Change in Control;
(E) the Employee is reassigned to a place of business
which is more than 50 miles from Hudson, New
Hampshire; or
(F) any breach by the Employer of this Agreement.
(iv) Payment under this Section 9(a) shall be in lieu of any
amount owed to the Employee as liquidated damages for
termination without Cause under Sections 8(a)(i) and (ii)
hereof. However, payment under this Section 9(a) shall not
be reduced by any compensation which the Employee may
receive from other employment with another employer after
termination of his employment with the Employer.
(b) A "change in control of the Employer," for purposes of this
Agreement, shall be deemed to have taken place if: (i) a third
person, including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, becomes the beneficial
owner of shares of the Employer having 20 percent or more of
the total number of votes that may be cast for the election of
directors of the Employer; or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger, or
other business combination, sale of assets or contested
election, or any combination of the foregoing transactions,
the persons who were directors of the Employer before such
transaction shall cease to constitute a majority of the Board
of Directors of the Employer or any successor institution.
(c) Notwithstanding any other provisions of this Agreement or of
any other agreement, contract, or understanding heretofore or
hereafter entered into by the Employee with the Employer,
except an agreement, contract, or understanding hereafter
entered into that expressly modifies or excludes application
of this Section 9(c) ("Other Agreements"), and notwithstanding
any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Employer for the direct or indirect
provision of compensation to the Employee (including groups or
classes of
participants or beneficiaries of which the Employee is a
member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Employee (a
"Benefit Plan"), the Employee shall not have any right to
receive any payment or other benefit under this Agreement, any
Other Agreement, or any Benefit Plan if such payment or
benefit, taking into account all other payments or benefits to
or for the Employee under this Agreement, all Other
Agreements, and all Benefit Plans, would cause any payment to
the Employee under this Agreement to be considered a
"parachute payment" within the meaning of Section 280G(b)(2)
of the Internal Revenue Code as then in effect (a "Parachute
Payment"), as determined by a nationally recognized accounting
firm selected by the Board. In the event that the receipt of
any such payment or benefit under this Agreement, any Other
Agreement, or any Benefit Plan would cause the Employee to be
considered to have received a Parachute Payment under this
Agreement, then the Employee shall have the right, in the
Employee's sole discretion, to designate those payments or
benefits under this Agreement, any Other Agreements, and/or
any Benefit Plans, which should be reduced or eliminated so as
to avoid having the payment to the Employee under this
Agreement be deemed to be a Parachute Payment.
10. EXPENSES; AUTOMOBILE ALLOWANCE.
(a) The Employee is authorized to incur, during the Term of this
Agreement, reasonable expenses for promoting the business of
the Employer, including without limitation expenses for
entertainment, travel and similar items. The Employer will
promptly reimburse the Employee for all such expenses, upon
the presentation by the Employee, from time to time, of an
itemized account of such expenses.
(b) During the Term of this Agreement, the Employer shall buy or
lease a full-size luxury vehicle of Employer's choosing for
the Employer's exclusive use and/or, at the Employee's option,
provide Employee with a monthly automobile allowance in an
amount sufficient to pay Employee's costs for the purchase or
lease of such a vehicle, and the Employer shall reimburse the
Employee (upon submission by him of reasonably itemized
accounts thereof) for all maintenance, repairs, insurance,
gasoline, tolls, parking and other reasonable upkeep and
related expenses on such vehicle.
11. LEGAL EXPENSES. The Employer shall indemnify and hold harmless the
Employee from and against any and all costs and liabilities, including
without limitation reasonable attorneys' fees, arising out of or in
connection with becoming, being or having been an officer or director
of the Employer, except in relation to matters as to which the Employee
shall be finally adjudged not to have acted in good faith in the
reasonable belief that his action or failure to act was in the best
interest of the Employer.
12. SUCCESSORS AND ASSIGNS; ASSUMPTION BY SUCCESSORS. All rights hereunder
shall inure to the benefit of the parties hereto, their personal or
legal representatives, heirs, successors or assigns. This Agreement may
not be assigned or pledged by the Employee. The Employer will require
any successor (whether direct or indirect, by purchase, assignment,
merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer in any consensual transaction
expressly to assume this Agreement and to agree to perform hereunder in
the same manner and to the same extent that the Employer would be
required to perform if no such succession had taken place. References
herein to the Employer will be understood to refer to the successor or
successors of the Employer, respectively.
13. OTHER CONTRACTS. The Employee shall not, during the Term of this
Agreement, have any other paid employment (other than with a subsidiary
or affiliate of the Employer) except with the prior approval of the
Board of Directors of the Employer.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior employment agreements and
understandings, whether written or oral.
15. AMENDMENTS OR ADDITIONS. No amendments or additions to this Agreement
shall be binding unless in writing and signed by the parties.
16. SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
17. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions
hereof.
18. GOVERNING LAW. This Agreement shall be governed by the laws of the
United States where applicable and otherwise by the laws of the State
of New Hampshire, except the choice of law rules thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement this 3rd
day of April, 2002.
PRESSTEK, INC. (the "Employer")
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name:
Title:
/s/ Xxxxxx X. Xxxxxx
---------------------------------
XXXXXX X. XXXXXX (the "Employee")
EXHIBIT A
NON-QUALIFIED STOCK OPTION AGREEMENT
PRESSTEK, INC.
--------------
AGREEMENT made as of this 3rd day of April 2002 between Presstek, Inc. (the
"Company"), a Delaware corporation, having a principal place of business in
Hudson, New Hampshire, and Xxxxxx X. Xxxxxx (the "Grantee") residing at 00
Xxxxxxxx Xxxx, Xxxxxx, Xxx Xxxxxxxxx 00000.
WHEREAS, the Company desires to grant to the Grantee a Non-Qualified Stock
Option to purchase 500,000 shares of its common stock of a par value of $.01 a
share (the "Shares"), under and for the purposes of the 1998 Stock Incentive
Plan of the Company (the "Plan") pursuant to the terms thereof;
WHEREAS, the Company and the Grantee understand and agree that unless
otherwise defined herein any terms used herein have the same meanings as in the
Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. GRANT OF OPTION. The Company hereby grants to the Grantee the right
and option to purchase all or any part of an aggregate of Five Hundred Thousand
(500,000) shares of its Common Stock, $.01 par value, on the terms and
conditions and subject to all the limitations set forth herein and in the Plan,
which is incorporated herein by reference. The Grantee acknowledges receipt of a
copy of the Plan.
2. PURCHASE PRICE. The purchase price of the Shares covered by the Option
shall be $5.23 per share.
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3. EXERCISE OF OPTION. The Option granted hereby shall be exercisable as
to 125,000 shares of Common Stock on April 3, 2002, and exercisable as to an
additional 125,000 shares of Common Stock on each of April 3, 2003, April 3,
2004 and April 3, 2005.
4. TERM OF OPTION. The Option shall terminate ten (10) years from the
date of this Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.
If the Grantee ceases to be employed by the Company or by any Subsidiary
(as defined in the Plan) of the Company for any reason other than death,
disability, termination for cause or voluntary termination without the consent
of the Company or Subsidiary, as the case may be, the Option may be exercised
within thirty (30) days after the date the Grantee ceases to be an employee, or
within ten (10) years from the granting of the Option, whichever is earlier, but
may not be exercised thereafter. In such event, the Option shall be exercisable
only to the extent that the right to purchase Shares under the Plan has accrued
and is in effect at the date of such cessation of employment.
In the event the Grantee's employment is terminated by the Company or
Subsidiary, as the case may be, for "cause" (as defined in the Plan), or
voluntarily by the Grantee without the consent of the Company or Subsidiary, the
Grantee's right to exercise any unexercised portion of this Option shall cease
forthwith, and this Option shall thereupon terminate.
In the event of retirement of the Grantee, the Option shall be exercisable
within twelve (12) months after the date of retirement or, if earlier, within
the originally prescribed term of the Option. In the event of retirement, the
Option shall be exercisable to the extent that the right to purchase the Shares
hereunder has accrued on the date of retirement.
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In the event of disability of the Grantee [as determined by the Board of
Directors of the Company or the 1998 Stock Incentive Plan Committee (the
"Committee") of the Company, as the case may be, and as to the fact and date of
which the Grantee is notified by the Board or the Committee, as the case may be,
in writing], the Option shall be exercisable within twelve (12) months after the
date of such disability or, if earlier, the term originally prescribed by this
Agreement. In such event, the Option shall be exercisable to the extent that the
right to purchase the Shares hereunder has accrued on the date the Grantee
becomes disabled and is in effect as of such determination date.
In the event of the death of the Grantee while an employee of the Company
or Subsidiary, as the case may be, or within thirty days after the termination
of employment (other than termination for cause or without consent of the
Company or Subsidiary), the Option shall be exercisable to the extent
exercisable but not exercised as of the date of death and in such event, the
Option must be exercised, if at all, within one (1) year after the date of death
of the Grantee or, if earlier, within the originally prescribed term of the
Option.
5. NON-ASSIGNABILITY. The Option shall not be transferable by the Grantee
otherwise than by will or by the laws of descent and distribution and shall be
exercisable, during the Grantee's lifetime, only by the Grantee. The Option
shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights granted
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hereunder contrary to the provisions of this Section 5, or the levy of any
attachment or similar process upon the Option or such right, shall be null and
void.
6. EXERCISE OF OPTION AND ISSUE OF SHARES. The Option may be exercised in
whole or in part (to the extent that it is exercisable in accordance with its
terms) by giving written notice to the Company, together with the tender of the
Option price. Such written notice shall be signed by the person exercising the
Option, shall state the number of Shares with respect to which the Option is
being exercised, shall contain any warranty required by Section 7 below and
shall otherwise comply with the terms and conditions of this Agreement and the
Plan. The Company shall pay all original issue taxes with respect to the issue
of the Shares pursuant hereto and all other fees and expenses necessarily
incurred by the Company in connection herewith. Except as specifically set forth
herein, the holder acknowledges that any income or other taxes due from him with
respect to this Option or the Shares issuable pursuant to this Option shall be
the responsibility of the holder. The holder of this Option shall have rights as
a shareholder only with respect to any Shares covered by the Option after due
exercise of the Option and tender of the full exercise price for the Shares
being purchased pursuant to such exercise.
7. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares to
be issued upon the particular exercise of the Option shall have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended, or any successor legislation (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:
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(a) The person(s) who exercise the Option shall warrant to the
Company, at the time of such exercise, that such person(s) are acquiring such
Shares for his or her own account, for investment and not with a view to, or for
sale in connection with, the distribution of any such Shares, in which event the
person(s) acquiring such Shares shall be bound by the provisions of the
following legend which shall be endorsed upon the certificate(s) evidencing
their option Shares issued pursuant to such exercise:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"). Such shares
may not be sold, transferred or otherwise disposed of unless they have
first been registered under the Act or, unless, in the opinion of
counsel satisfactory to the Company's counsel, such registration is
not required."
(b) The Company shall have received an opinion of its counsel that
the Shares may be issued upon such particular exercise in compliance with the
Act without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or "blue sky"
laws).
8. NOTICES. Any notices required or permitted by the terms of this
Agreement or the Plan shall be given by registered or certified mail, return
receipt requested, addressed as follows:
To the Company: Presstek, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
ATTENTION: President
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To the Grantee: Xxxxxx X. Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions. Either party hereto may
change the address of which notices shall be given by providing the other party
hereto with written notice of such change.
9. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the law of the State of New Hampshire, except to the extent the
law of the State of Delaware may be applicable.
10. BENEFIT OF AGREEMENT. This Agreement shall be for the benefit of and
shall be binding upon the heirs, executors, administrators and successors of the
parties hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
Xxxxxxx X. Xxxxxxxx, its duly authorized officer, and the Grantee has hereunto
set his hand, all as of the day and year first above written.
PRESSTEK, INC.
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Chief Scientific Officer
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx, Grantee
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