PRESSTEK, INC.
NONQUALIFIED STOCK OPTION
AGREEMENT
Presstek, Inc. hereby grants the following
nonqualified stock option pursuant to the Presstek, Inc. 2008
Omnibus Incentive Plan. The terms and conditions set
forth below and the terms of the Plan are also a part of this
Agreement.
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Name of
Employee (the “Optionee”):
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Date of this
option grant:
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Number of
shares of the Company’s Common Stock subject to this option
(“Option Shares”):
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Option exercise
price per share:
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Vesting Time
Period:
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Option
Expiration Date
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Option Vesting Schedule :
[TO BE COMPLETED]
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Except as
provided in this Agreement, vesting of options is dependent on the
continuation of service with the Company and unvested options
expire immediately upon termination of
employment. Vested options generally may be exercised
after termination of employment for a limited period of thirty (30)
days.
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1. Grant Under
Plan . This option is granted pursuant to the
Presstek, Inc. (the “Company”) 2008 Omnibus 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
Exercisability 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 vest
with respect to the Option Shares on such dates. 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.
4. Termination of
Service .
(a) Termination
Other than by reason of Death, Disability or 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 as a result of termination for Cause as defined
in Section 1.4 of the Plan, this option may thereafter be
exercised, to the extent it is vested and exercisable on the date
of such termination, until the expiration of thirty (30) days from
the date of termination of employment. Any portion of
this option that is not vested on the Optionee’s date of
termination of employment shall immediately expire and be
forfeited. 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 employment of the Optionee is
terminated for Cause (as defined in Section 1.4 of the Plan), this
option, whether vested or not, shall terminate immediately, shall
immediately expire and be forfeited, and any and all rights which
the Optionee may have had with respect to such option shall be
extinguished.
(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, at any time after
the date of death for a period of one (1) year, 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 for a period
of one (1) year, 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 Internal Revenue Code of
1986, as amended.
BST99
1433620-3.069646.0010
6. Partial
Exercise . This option may be exercised, to the
extent that it is vested, in part at any time and from time to
time, except that this option may not be exercised for a fraction
of a share.
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:
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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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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
aggregate exercise price of such Option Shares; or
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if the Common
Stock is then traded on a national securities exchange 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 Committee’s sole discretion in an undertaking by
a creditworthy broker to deliver promptly to the Company sufficient
funds to pay the aggregate exercise price of the Option Shares, 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
aggregate exercise price of the Option Shares.
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(b) Limitations on
Payment by Delivery of Common Stock . If Section
7(a)(ii) 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
