EXHIBIT 10.4
E LECTRONICS F OR I MAGING , I NC .
A MENDMENT OF S TOCK O PTION A GREEMENT AND
S TOCK O PTION R EPAYMENT A GREEMENT
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 James S.
Greene (“Optionee”) and Electronics For Imaging, Inc.,
a Delaware corporation (the “Company”).
R ECITALS
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.
A GREEMENT
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 . Within ten (10) business days of the
Effective Date, the Optionee shall remit to the Company a payment
in the amount of $83,975, 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 has exercised prior to
the Effective Date. The repayment shall be made in cash, or in lieu
of such cash payment, may be satisfied in whole or in part, at the
Optionee’s election, by surrendering outstanding stock
options with a value as de
