EXHIBIT 10.2
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 Fred S.
Rosenzweig (“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 . The Optionee shall remit to the Company a
payment in the amount of $593,683, 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 received in his
current role with the Company and has exercised prior to the
Effective Date. The repayment shall be made by surrendering
outstanding stock options with a value as determined
below.
The grant dates, amounts and value
of the options to be surrendered and cancelled shall be reflected
in an Exhibit B to be attached hereto (the
“Surrendered Options”). The value of the Surrendered
Options for this purpose shall equal the Hull-White values set
forth in the valuation report of Ernst & Y
