PRESSTEK, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
99.2
PRESSTEK,
INC.
Presstek,
Inc. (the “Company”)
hereby
grants the following nonqualified stock option pursuant to its 2003 Stock Option
and Incentive Plan. The terms and conditions attached hereto are also a part
hereof and the undersigned Optionee hereby acknowledges receipt of such terms
and conditions.
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Name
of Non-Employee Director (the “Optionee”):
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▇▇▇▇▇▇▇
▇. ▇▇▇▇
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Date
of this option grant:
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02/27/07
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Number
of shares of the Company’s Common Stock subject to this option
(“Option
Shares”):
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250,000
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Option
exercise price per share:
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6.01
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Vesting
Start Date:
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02/27/07
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Vesting
Schedule:
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Number
of Shares
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Vesting
Date
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41,666
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02/27/2007
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41,666
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02/27/2008
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41,667
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02/27/2009
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41,667
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02/27/2010
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41,667
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02/27/2011
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41,667
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02/27/2012
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All
vesting is dependent on the continuation of service with the Company,
as
provided herein.
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Payment
alternatives (specify any or all of Section 7(a)(i) through
(iii):
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Presstek,
Inc.
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____________________________________
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Signature
of Optionee
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By:____________________________
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____________________________________
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Name
of Officer:
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Street
Address
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Title:
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____________________________________
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City/State/Zip
Code
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PRESSTEK,
INC.
NONQUALIFIED
STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS
1. Grant
Under Plan.
This
option is granted pursuant to the Company’s 2003 Stock Option and Incentive Plan
(the “Plan”),
and
is governed by, and subject to, all of the terms and conditions set forth in
the
Plan. Notwithstanding anything in this Agreement to the contrary, to the extent
of any conflict between the terms of the Plan and this Agreement, the terms
of
the Plan shall control. Unless the context otherwise requires, terms used herein
shall have the same meaning as in the Plan.
2. Grant
as Nonqualified Stock Option.
This
option is not intended to qualify as an incentive stock option under Section
422
of the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(the “Code”).
3. Vesting
and Exercisablity of Option if Service Continues.
Provided that the Optionee has remained in continuous service with the Company
through the dates listed on the vesting schedule set forth on the cover page
hereof, the option shall be deemed vested to the extent the Option Shares become
vested shares on such dates in accordance with such schedule and the Optionee
may exercise this option for the additional number of shares of Common Stock
as
set opposite the applicable vesting date. No portion of this option may be
exercised until such portion shall have vested in accordance with the vesting
schedule set forth on the cover page hereof. The foregoing rights are cumulative
and may be exercised only before the date which is ten years from the date
of
this option grant. Notwithstanding the foregoing, the vesting of the option
shall be subject to Section 7 of the Plan, as applicable.
4. Termination
of Service.
(a) Termination
Other Than For Cause.
If the
Optionee ceases to be a employee of the Company, other than by reason of death
or disability as defined in Section 5 hereof or termination For Cause as defined
in Section 11 of the Plan, this option may thereafter be exercised, to the
extent it was vested and exercisable on the date of such termination, until
the
occurrence of the earlier of either (i) thirty (30) days following such
termination; or (ii) expiration of the this option in accordance with Section
7(c) of the Plan. Any portion of this option that is not vested on the
Optionee’s last day of service shall immediately expire and be null and void and
shall no longer be exercisable or exercised. For purposes hereof, service shall
not be considered as having terminated during any leave of absence if such
leave
of absence has been approved in writing by the Company and if such written
approval contractually obligates the Company to continue the service of the
Optionee after the approved period of absence; in the event of such an approved
leave of absence, vesting of this option shall be suspended (and the period
of
the leave of absence shall be added to all vesting dates) unless otherwise
provided in the Company’s written approval of the leave of absence. For purposes
hereof, service shall include a consulting arrangement between the Optionee
and
the Company that immediately follows termination of service, but only if so
stated in a written consulting agreement executed by the Company that
specifically refers to this option. This option shall not be affected by any
change of Service within or among the Company and its Subsidiaries so long
as
the Optionee continuously remains an employee of the Company or any
Subsidiary.
(b) Termination
for Cause.
If the
Service of the Optionee is terminated For Cause (as defined in Section 11 of
the
Plan), at the discretion of the Board of Directors, any portion of this option,
whether or not vested on the date of termination of service, shall not
thereafter be exercisable and shall be forfeited by the Optionee. Upon such
termination, this option shall terminate immediately, shall immediately expire
and be null and void, and any and all rights which the Optionee may have had
with respect to such option shall be extinguished.
5. Death;
Disability.
(a) Death.
If the
Optionee dies while in the employ of the Company, this option (i) shall fully
vest to the extent any portion is unvested and (ii) may be exercised, by the
Optionee’s estate, personal representative or beneficiary to whom this option
has been transferred pursuant to Section 10, at any time after the date of
death, but not later than the scheduled expiration date.
(b) Disability.
If the
Optionee ceases to be employed by the Company by reason of his or her
disability, this option (i) shall fully vest to the extent any portion is
unvested and (ii) may be exercised, at any time after such cessation of service,
but not later than the scheduled expiration date. For purposes hereof,
“disability”
means
“permanent
and total disability”
as
defined in Section 22(e)(3) of the Code.
6. Partial
Exercise.
This
option may be exercised in part at any time and from time to time within the
above limits and in accordance with Section 3 hereof, except that this option
may not be exercised for a fraction of a share. The total number of vested
shares of Common Stock underlying this option shall be rounded down to the
nearest whole share and any fractional shares shall be aggregated with the
number of Option Shares that become vested shares in successive vesting
periods.
7. Payment
of Exercise Price.
(a) Payment
Options.
The
aggregate exercise price for the Option shares elected to be purchased shall
be
paid by one or any combination of the following forms of payment that are
applicable to this option, as indicated on the cover page hereof:
| (i) |
in
cash, by certified or bank check payable to the order of the Company
in an
amount equal to the aggregate exercise price of such Option
Shares;
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| (ii) |
subject
to Section 7(b) below, if the Common Stock is then traded on a national
securities exchange or on the Nasdaq National Market (or successor
trading
system), by delivery of shares of Common Stock having a Fair Market
Value
equal as of the date of exercise to the option price;
or
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| (iii) |
if
the Common Stock is then traded on a national securities market or
on the
Nasdaq National Market (or successor trading system), by method of
a
cashless exercise in such form as may be approved from time to time
in the
Committees sole discretion in an undertaking by a creditworthy broker
to
deliver promptly to the Company sufficient funds to pay the exercise
price, or delivery by the Optionee to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise
price.
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(b) Limitations
on Payment by Delivery of Common Stock.
If
Section 7(a)(iii) is applicable, and if the Optionee delivers Common Stock
held
by the Optionee (“Old
Stock”)
to the
Company in full or partial payment of the exercise price for the Option shares
elected to be purchased and the Old Stock so delivered is subject to
restrictions or limitations imposed by agreement between the Optionee and the
Company, an equivalent number of Option Shares shall be subject to all
restrictions and limitations applicable to the Old Stock to the extent that
the
Optionee paid for the Option Shares by delivery of Old Stock, in addition to
any
restrictions or limitations imposed by this Agreement. Notwithstanding the
foregoing, the Optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been
owned
by the Optionee free of any substantial risk of forfeiture for at least six
months.
8. Securities
Laws Restrictions on Resale.
Until
registered under the Securities Act of 1933, as amended, or any successor
statute (the “Securities
Act”),
the
Option Shares will be of an illiquid nature and will be deemed to be
“restricted
securities”
for
purposes of the Securities Act. Accordingly, such shares must be sold in
compliance with the registration requirements of the Securities Act or an
exemption therefrom. Unless the Option Shares have been registered under the
Securities Act, each certificate evidencing any of the Option Shares shall
bear
a legend specified by the Company.
9. Method
of Exercising Option.
Subject
to the terms and conditions of this Agreement, this option may be exercised
by
notice, given in writing or by an approved form of electronic transmission,
to
the Company at its principal executive office, or to such transfer agent as
the
Company shall designate. Such notice shall state the election to exercise this
option and the number of Option Shares which have vested at the time of delivery
of such notice and which are being exercised and, if in writing, shall be signed
by the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares
as
soon as practicable after the notice and the full purchase price have been
received. Such certificate or certificates shall be registered in the name
of
the person or persons so exercising this option (or, if this option shall be
exercised by the Optionee and if the Optionee shall so request in the notice
exercising this option, shall be registered in the name of the Optionee and
another person jointly, with right of survivorship). In the event this option
shall be exercised, pursuant to Section 5 hereof, by any person or persons
other
than the Optionee, such notice shall be accompanied by appropriate proof of
the
right of such person or persons to exercise this option.
10. Option
Not Transferable.
This
option is not transferable or assignable except by will or by the laws of
descent and distribution. During the Optionee’s lifetime only the Optionee can
exercise this option; provided, however, that this Option may be transferred
pursuant to a domestic relations order (as defined in the Code) or to a
grantor-retained annuity trust or a similar estate-planning vehicle in which
the
trust is bound by all provisions of the Option which are applicable to the
Optionee. Reference to an Optionee, to the extent relevant in the context,
shall
include references to authorized transferees.
11. No
Obligation to Exercise Option.
The
grant and acceptance of this option imposes no obligation on the Optionee to
exercise it.
12. No
Obligation to Continue Service.
Neither
the Plan, this Agreement, nor the grant of this option imposes any obligation
on
the Company to continue the Optionee in service, or interferes in any way with
the right of the Company to terminate the Optionee’s service at any
time.
13. Adjustments.
Except
as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is prior to such date of
exercise.
14. Withholding
Taxes.
If the
Company in its discretion determines that it is obligated to withhold any tax
in
connection with the exercise of this option, or in connection with the transfer
of, or the lapse of restrictions on, any Common Stock or other property acquired
pursuant to this option, the Optionee hereby agrees that the Company may
withhold from the Optionee’s wages or other remuneration the appropriate amount
of tax. At the discretion of the Company, the amount required to be withheld
may
be withheld in cash from such wages or other remuneration or in kind from the
Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company does not
withhold an amount from the Optionee’s wages or other remuneration sufficient to
satisfy the withholding obligation of the Company, the Optionee will make
reimbursement on demand, in cash, for the amount underwithheld.
15. Disposition.
The
Optionee agrees to notify the Company in writing immediately after the Optionee
transfers any Option Shares and agrees to provide the Company with any
information concerning any such transfer required by the Company for tax
purposes.
16. Lock-up
Agreement.
The
Optionee agrees that if the Company proposes to offer for sale to the public
any
shares of Common Stock pursuant to a public offering under the Securities Act
of
1933, as amended (the “Act”),
and
if requested by the Company or any underwriter engaged by the Company, not
to,
directly or indirectly, offer, sell, pledge, contract to sell (including any
short sale), grant any option to purchase, or otherwise dispose of any
securities of the Company held by him, her or them (except for any securities
sold pursuant to such registration statement) or enter into any “Hedging
Transaction” as (as defined below) relating to any securities of the Company
(including, without limitation, pursuant to Rule 144 under the Act or any
successor or similar exemptive rule hereinafter in effect) held by him, her
or
them for such period following the effective date of the registration statement
of the Company filed under the Act with respect to such offering, as the Company
or such underwriter shall specify reasonably and in good faith, not to exceed
ninety (90) days. For purposes of this Section 16, “Hedging
Transaction”
means
any short sale (whether or not against the box) or any purchase, sale or grant
of any right (including, without limitation, any put or call option) with
respect to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from the
Common Stock.
17. Company’s
Right of Repurchase.
This
option may be terminated and the Option Shares may be repurchased by the Company
in accordance with the provisions of Section 10 of the Plan.
18. Arbitration.
Any
dispute, controversy, or claim arising out of, in connection with, or relating
to the performance of this Agreement or its termination shall be settled by
arbitration in the state of New Hampshire, pursuant to the rules then obtaining
of the American Arbitration Association. Any award shall be final, binding
and
conclusive upon the parties and a judgment rendered thereon may be entered
in
any court having jurisdiction thereof.
19. Provision
of Documentation to Optionee.
By
signing this Agreement, the Optionee acknowledges receipt of a copy of this
Agreement and a copy of the Plan.
20. Administration.
All
questions of interpretation concerning this Agreement shall be determined by
the
Board of Directors. All determinations by the Board of Directors shall be final
and binding upon all persons having an interest in this option.
21. Miscellaneous.
(a) Notices.
All
notices hereunder shall be in writing and shall be deemed given when sent by
certified or registered mail, postage prepaid, return receipt requested, if
to
the Optionee, to the address set forth on the cover page hereof or at the
address shown on the records of the Company, and if to the Company, to the
Company’s principal executive offices, attention of the Corporate
Secretary.
(b) Entire
Agreement; Modification.
This
Agreement and the Plan constitute the entire agreement between the parties
relative to the subject matter hereof, and supersede all proposals, written
or
oral, and all other communications between the parties relating to the subject
matter of this Agreement. This Agreement may be modified, amended or rescinded
only in accordance with the terms of the Plan.
(c) Fractional
Shares.
If this
option becomes exercisable for a fraction of a share because of the adjustment
provisions contained in the Plan, such fraction shall be rounded down to the
nearest whole share.
(d) Issuances
of Securities; Changes in Capital Structure.
Except
as expressly provided herein or in the Plan, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock
of
any class, shall affect, and no adjustment by reason thereof shall be made
with
respect to, the number or price of shares subject to this option. No adjustments
need be made for dividends paid in cash or in property other than securities
of
the Company. If there shall be any change in the Common Stock of the Company
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, combination or exchange of shares, spin-off, split-up or other
similar change in capitalization or event, the restrictions contained in this
Agreement shall apply with equal force to additional and/or substitute
securities, if any, received by the Optionee in exchange for, or by virtue
of
his or her ownership of, Option Shares, except as otherwise determined by the
Board of Directors.
(e) Severability.
The
invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision.
(f) Equitable
Relief.
The
parties hereto agree and declare that legal remedies may be inadequate to
enforce the provisions of this Agreement and that equitable relief, including
specific performance and injunctive relief, may be used to enforce the
provisions of this Agreement.
(g) Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, subject to the limitations set
forth in Section 10 hereof.
(h) Governing
Law.
This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of Delaware, without giving effect to the principles of the conflicts
of laws thereof.