EMPLOYMENT AGREEMENT

 

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                                                                  Exhibit 10(pp)

 

                              EMPLOYMENT AGREEMENT

 

         AGREEMENT (the "Agreement") dated this December 31, 2003 made by and

between Presstek, Inc., a Delaware corporation, its parents, subsidiaries,

divisions, or affiliated entities, successors and assigns (the "Employer"), and

Moosa E. Moosa (the "Employee").

 

         WHEREAS, both the Employer and the Employee now wish for the Employee

to continue to be employed as Chief Financial Officer and Vice President of

Finance of the Employer; and

 

         WHEREAS, the Employee wishes to continue his employment with the

Employer and the Employer wishes to continue its employment of the Employee

under this Agreement on the date this Agreement is executed by the parties as

set forth above;

 

         NOW, THEREFORE, in consideration of the promises hereafter contained,

and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto AGREE as follows:

 

         1.       Consideration. In consideration for the Employee's execution

of this Agreement, the Employer agrees that the Employee's employment shall

continue as set forth in this Agreement, the Employee shall be permitted access

to the Employer's confidential information and trade secrets and the Employee

shall be eligible to receive post-Term Severance Payments (Section 9) or the

Change in Control payment (Section 12) as set forth in this Agreement (subject

to his compliance with Sections 10 and 11 of this Agreement). The Employee

understands, acknowledges and agrees that the Employee would not receive the

consideration specified in this Section 1, except for the Employee's execution

of this Agreement and the fulfillment of the promises contained herein.

 

2.       Employment. Commencing from the date of this Agreement as set forth

above (the "Start Date"), the Employee shall continue his employment as Chief

Financial Officer and Vice President of Finance of the Employer under the terms

of this Agreement. The Employee shall render executive, financial, policy 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.

 

3.       Employment Term. "Term," as used in this Agreement, shall refer to the

Term of this Agreement as defined in this Section. The Term of the employment

under this Agreement shall commence on the Start Date and shall initially end

three years thereafter, on the day preceding the third anniversary of the Start

Date, unless terminated sooner 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 third anniversary of the Start Date), be

automatically extended for an additional year unless the

 

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Employer or the 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, unless terminated sooner

in accordance with the provisions hereof.

 

4.       Compensation. The Employer agrees to pay the Employee during the Term

of this Agreement an annual base salary equal to TWO HUNDRED AND TWENTY-FIVE

THOUSAND U.S. DOLLARS And ZERO CENTS ($225,000) with the salary to be reviewed

no less than 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. All

payments and benefits in this Agreement shall be subject to all applicable

federal, state and local withholding, payroll and other taxes.

 

         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 4.

 

5.       Discretionary Bonuses. During the Term of this Agreement, the Employee

may be entitled to receive an annual cash bonus of up to 40% 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. The determination of whether to pay a discretionary

bonus, and the amount of the bonus, if any, shall be made by the Employer in its

sole and absolute discretion. During the Term of this Agreement, the Employee

also may be entitled to participate in any incentive compensation and bonus

programs authorized and declared by the Board of Directors or Compensation

Committee of the Employer for the benefit of the Employee. The determination of

whether the Employee is eligible to participate in any such incentive

compensation and bonus programs, and the amount of incentive compensation and

bonus paid, if any, shall be made solely by the Employer. 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.

 

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 hereto 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

 

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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 may be entitled to

participate during the Term 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 the Employee.

 

         The Employee may also be entitled during the Term of this Agreement to

any fringe benefits which may be or become available by the Employer for the

benefit of the Employee during the Term of this Agreement, 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.

 

         The Employer fully reserves its rights to change, modify or discontinue

any of its stock purchase, retirement, employee benefit or other fringe benefit

plans at any time during the Term of this Agreement in its sole and absolute

discretion, and in accordance with applicable law.

 

7.       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 Chief Executive Officer and President

and/or Board of Directors of the Employer, in its sole and absolute discretion.

 

8.       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.

 

9.       Termination of Employment.

 

         (a) (i) The Board of Directors may terminate the Employee's employment

at any time, but any termination by the Employer other than termination for

Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's

right to receive compensation and other benefits under this Agreement, except as

otherwise stated in this Agreement. In the event of a termination for Cause, the

Employee shall have no right to receive

 

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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 the Employee's

employment, other than termination for Cause, the Employer shall continue to be

subject to any independent obligation to the Employee under any employee benefit

plan in which the Employee is then a participant.

 

         (ii) In the event that the Employee's employment ceases by reason of

the Employer's termination of the Employee's employment during the Term other

than for Cause, or if either party provides the other party with written notice

of the party's non-concurrence in the automatic extension of the Term, as set

forth in Section 3 of this Agreement, 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 9(a)(i), to make severance payments to the

Employee in an aggregate amount that is equal to the Employee's then current

annual base salary for a period of one (1) year (collectively, the "Severance

Payments"). The Severance Payments shall be paid after termination of employment

in equal monthly installments according to the Employer's normal payroll

practices then in effect. However, if the Employer's termination of the

Employee's employment without Cause occurs in connection with, or within one and

one-half (1-1/2) years after, a "Change in Control" as defined in Section 12(b)

hereof, the amount payable to the Employee shall be exclusively determined under

Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be

required to make the payments set forth in this Section. The Severance Payments

under this Section 9(a)(ii) 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 6 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.

Notwithstanding the foregoing, the Employer shall have no obligation to make any

contributions to any retirement plan applicable to the Employee after the date

the Employee ceases to be employed by the Employer. In the event of a retirement

plan, the Employee shall be entitled to contributions made by the Employer to

the retirement plan on the Employee's behalf prior to the date of the Employee's

termination, which have vested and for which the Employee is otherwise eligible

in accordance with the written terms of the official plan documents governing

any applicable retirement plan. The Employer shall have no obligation to make

the Severance Payments set forth in this Section unless the Employee fully

complies with his obligations under this Agreement, including, but not limited

to, his obligations under Sections 10 and 11 of this Agreement.

 

         (iii) References in this Agreement to "termination for Cause" shall

mean termination on account of acts or omissions of the 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:

 

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                  (A)      conviction of a felony,

 

                  (B)      theft from the Employer,

 

                  (C)      breach of fiduciary duty involving personal profit,

 

                  (D)      sustained and continuous conduct by the 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 the 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 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.

 

         (c)      The Employee's employment under this Agreement may also cease

prior to the end of the Term of this Agreement in the event of the Employee's

death or upon the Employee becoming "Totally Disabled." For purposes of this

Agreement, the Employee shall be "Totally Disabled" as of the date he becomes

entitled to receive disability benefits under the Employer's long term

disability plan. In the event that the Employee's employment is terminated by

his death or upon becoming "Totally Disabled," the Employee shall be entitled to

receive (i) any accrued but unpaid salary for services rendered to the date of

termination as determined pursuant to Section 4, (ii) any vacation accrued under

the Employer's policy to the date of termination, and (iii) any accrued but

unpaid expenses pursuant to Section 14 of this Agreement. The benefits to which

the Employee may be entitled upon termination pursuant to the plans and

arrangements referred to in Section 6 of this Agreement shall be determined and

paid in accordance with the terms of such plans and arrangements.

 

         (d)      The Employer shall have no obligation to make the payments set

forth herein if the Employee is in material breach of the Employee's obligations

under this Agreement. The Employee shall be obligated to execute a general

release of claims in favor of the Employer, its current and former parents,

subsidiaries, subdivisions, divisions, shareholders, Board of Directors, or

affiliated entities or persons, and the current and former directors, officers,

employees and agents of the Employer, in a form acceptable to the Employer (the

"Release"), as a condition to receiving the Severance Payments described above.

 

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10.      Confidential Information and Non-Competition.

 

         (a)      "Confidential Information" shall mean trade secrets or

confidential information relating to the Employer, its customers, affiliates and

their respective businesses, including, but not limited to, the identity of the

Employer's customers; the entity of distributors and suppliers of the Employer;

the identity of representatives responsible for entering into contracts with the

Employer; specific customer, distributor and supplier needs and requirements;

the details of contracts and proposals between the Employer and its customers,

distributors and suppliers; selling and marketing strategies, prices, costs and

profit margins; the names, addresses and other contact information of purchasing

agents, vendors or other entities; purchasing techniques, methods, procedures

and processes; manufacturing and production techniques, methods, procedures and