EXHIBIT 10FF
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May 25, 2000
Reference is made to the employment agreement dated September 17, 1998
between Presstek, Inc. (the "Company") and Xxxxxx X. Xxxxxxx (the "Employee")
(the "Agreement"). Capitalized terms used but not defined herein shall have the
meanings specified in the Agreement.
The Employee and the Company desire to effect certain amendments to the
Agreement pursuant to this amendment and to take certain other actions specified
herein. Therefore, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the Employee and the Company hereby agree as follows:
I. The Agreement is hereby amended as follows:
A. AMENDMENT TO SECTION 1: The first sentence of Section 1 of the
Agreement is hereby deleted and the following inserted in its place:
"The Employee is employed as Chief Executive Officer and
President of the Employer and shall serve as a member of the
Board of Directors of the Employer from the date of employment
through the Term of this Agreement."
B. AMENDMENT TO SECTION 2: The first sentence of Section 2 of the
Agreement is hereby deleted and the following inserted in its place:
"The Employer agrees to pay the Employee during the Term of
this Agreement a base salary as follows: Through September 30,
2001, a salary at an annual rate equal to $325,000 U.S.
Dollars with the salary to be reviewed annually thereafter
during the Term of this Agreement by the Board of Directors or
the Compensation Committee of the Employer, as the case may
be."
C. TO SECTION 3. Section 3 of the Agreement is hereby deleted and
the following inserted in its place:
"During the Term of this Agreement, the Employee shall be
entitled to receive an annual cash bonus of up to 30% of the
Employee's then annual base salary, based on the Employee's
contribution to the accomplishment of key annual corporate
objectives mutually agreed upon by the Employee and the
Employer. During the term of this Agreement, the Employee also
shall be entitled to participate in an equitable manner with
all other eligible executive employees of the Employer in any
other incentive compensation and bonus programs authorized and
declared by the Board of Directors or the Compensation
Committee of the Employer, as the case may be, for executive
employees. 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."
D. AMENDMENT TO SECTION 4. A new third paragraph of Section 4 is
added to the Agreement to read as follows:
"The Employee shall be granted on the date hereof
non-incentive stock options to purchase 100,000 shares of
common stock of the Company, such options to be issued under
the Company's 1998 Stock Incentive Plan and to have such other
terms and conditions and to be in the form of the option
agreement annexed hereto as Exhibit A."
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E. AMENDMENT TO SECTION 8. The first two sentences of Section
8(a)(ii) of the Agreement are deleted and the following inserted in
their place:
"(ii) In the event the Employee's employment ceases by reason
of (a) the Employer's termination of the Employee's employment
during the Term other than for Cause, or (b) the Employer's
non-concurrence in the automatic extension of the Term, 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 8(a)(i), to make a lump sum cash
payment to the Employee as liquidated damages consisting of
the aggregate of an amount equal to the Employee's then
current
salary for the remainder of the Term plus an additional amount
equal to three (3) times the Employee's then current annual
salary."
II. AUTOMATIC EXTENSION OF TERM. The Employee and the Company each
agree not to give notice under Section 5 of the Agreement of non-concurrence to
the automatic renewal of the Term for the year commencing September 30, 2000.
III. EFFECTIVE DATE. This letter agreement shall become effective as of
May 25, 2000.
IV. COUNTERPARTS. This letter agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
V. ENTIRE AGREEMENT. This letter agreement (which constitutes the first
amendment of the Agreement), together with the Agreement, as amended hereby, and
the offer letter dated July 29, 1998, represents the complete understanding of
the parties with respect to the subject matter hereof.
VI. GOVERNING LAW. This letter agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
Hampshire applicable to agreements made and to be performed entirely within such
State.
Very truly yours,
PRESSTEK, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman
ACKNOWLEDGED AND AGREED:
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
