SPECIAL OPTION AGREEMENT
AGREEMENT, dated as of the 15th day of February, 1996, by and
among Catalina Coatings, Inc., an Arizona corporation ("Catalina"); ▇▇▇▇▇ ▇.
▇▇▇▇ ("▇▇▇▇"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇")
(collectively, the "Grantees") and Presstek, Inc., a Delaware corporation
("Presstek").
W I T N E S S E T H :
WHEREAS, Catalina is willing to grant the Grantees the right
collectively to purchase that number of shares of common stock of Catalina which
upon issuance thereof shall equal five (5%) percent of the issued and
outstanding shares of common stock of Catalina (the "Option Shares"), and the
Grantees desire to acquire the right to purchase the Option Shares upon and
subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Options. Catalina hereby grants to each Grantee
the right (individually, the "Option" and collectively, the "Options") to
acquire the percent of Option Shares listed on Exhibit A hereto opposite the
name of the respective Grantee, at the initial exercise price which the Board of
Directors of Catalina may grant to its employees, members of the Board of
Directors and other persons in a private placement prior to an initial public
offering (the "IPO") of Catalina's common stock (the "Exercise Price");
provided, however, that the foregoing grant shall cease and be without effect
unless a registration statement under the Securities Act of 1933, as amended,
relating to an initial public offering of common stock of Catalina is declared
effective by the Securities and Exchange Commission not later than 5:00 P.M.,
Eastern Standard Time, on the fourth anniversary from the date hereof.
2. Exercise; Term. The Options may be exercised at any time
commencing upon the Registration Statement for the IPO's becoming effective (the
"Effective Date") until the fifth anniversary of the Effective Date at which
anniversary the Options shall terminate (the "Term"); notwithstanding the
foregoing, the Options shall be subject to earlier termination as provided
below.
An Option shall terminate prior to the expiration of the Term
upon termination of such Grantee's employment pursuant to the terms of the
Employment Agreement between the respective Grantee and Catalina of even date
herewith.
3. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given or made as of the date delivered if delivered personally, or received
if sent by overnight courier or if mailed by registered or certified mail,
postage prepaid, return receipt requested, as follows:
-2-
If to Grantees: ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to: Chandler, Tullar, ▇▇▇▇▇ & Redhair
▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇
If to Presstek: Presstek, Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
or to such other address as any party shall have designated by like notice to
the other party hereto.
4. Amendment. This Agreement may only be amended by a written
instrument executed by each of the parties hereto.
5. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.
6. Applicable Law. This Agreement shall be governed by the
laws of the State of New Hampshire applicable to contracts made and to be wholly
performed therein, without giving effect to principles of conflicts of laws.
-3-
7. Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this
Agreement.
8. Assignment. Neither this Agreement nor any rights,
interests or obligations hereunder may be assigned (by operation of law or
otherwise) by any party hereto without the prior written consent of all of the
parties hereto, except that this Agreement may be assigned to a subsidiary or
parent of Presstek without the need for such prior consent. Notwithstanding the
foregoing, the Selling Shareholders and Madocks may assign their rights and
obligations under this Agreement to a trust or trusts in which they or their
family members or their estate, or any combination thereof, is the beneficiary,
and additionally, in the case of ▇▇▇▇▇▇▇▇, in which case ▇▇▇▇▇ ▇▇▇▇▇▇ is a
beneficiary.
9. Binding Effect; Benefits. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns. Nothing herein
contained, express or implied, is intended to confer upon any person other than
the parties hereto and their respective heirs, legal representatives, successors
and permitted assigns, any rights or remedies under or by reason of this
Agreement.
10. Waiver, etc. The failure of any of the parties hereto to
at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
-4-
validity of this Agreement or any provision hereof or the right of either of the
parties hereto to thereafter enforce each and every provision of this Agreement.
No waiver of any breach of any of the provisions of this Agreement shall be
effective unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach shall be construed or deemed to be a waiver of any
other or subsequent breach.
11. Severability. Any provision of this Agreement which is
held by a court of competent jurisdiction to be prohibited or unenforceable in
any jurisdiction(s) shall be, as to such jurisdiction(s), ineffective to the
extent of such prohibition or unenforceability without invalidating the
-5-
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
PRESSTEK, INC., a Delaware corporation
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman
CATALINA COATINGS, INC., an Arizona
corporation
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
EXHIBIT A
Selling Shareholder Percentage of Option Shares
------------------- Selling Shareholder is
entitled to receive upon
Exercise of Option
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ 47.5 (2.375% of whole)
▇▇▇▇ ▇▇▇▇▇▇▇▇ 47.5 (2.375% of whole)
▇▇▇▇ ▇▇▇▇▇▇▇ 5.0 (0.250% of whole)
---- -----------------
Total 100.0 (5.000% of whole)