exhibit1019b.htm


    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.

     

    
      	
              Name
      of Employee (the “Optionee”):

            	 
      
	
              Date
      of this option grant:

            	 
      
	
              Number
      of shares of the Company’s Common Stock subject to this option (“Option Shares”):

            	 
      
	
              Option
      exercise price per share:

            	 
      
	
              Vesting
      Time Period:

            	 
      
	
              Option
      Expiration Date

            	 
      


    

    


     

    Option Vesting
Schedule:

     

    [TO BE
COMPLETED]

     

    


    
      	
               

              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.

            
	 
      


    

    


     

    
      	 
      	
               

              Presstek,
      Inc.

            
	 
      	
              By:

               

              
                 

              

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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.

     

    5. Death;
Disability.

     

    (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.

     


    
      
        
           

          


          


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    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:

     

    
      	
              (i)  

            	
              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;

            


    

     

    
      	
              (ii)  

            	
              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

            


    

     

    
      	
              (iii)  

            	
              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.

            


    

     

    (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 to the Old Stock to the extent that the
Optionee paid for the Option Shares by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this
Agreement.  Notwithstanding the foregoing, the Optionee may not pay
any part of the exercise price hereof by transferring Common Stock to the
Company unless such Common Stock has been owned by the Optionee free of any
substantial risk of forfeiture for at least six months.

     


    
      
        
           

          


          


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    8. Securities Laws Restrictions
on Resale.  Until registered under the Securities Act of 1933,
as amended, or any successor statute (the “Securities Act”), the
Option Shares when issued upon exercise will be of an illiquid nature and will
be deemed to be “restricted
securities” for purposes of the Securities Act.  Accordingly,
such shares must be sold in compliance with the registration requirements of the
Securities Act or an exemption therefrom.  Unless the Option Shares
have been registered under the Securities Act, each certificate evidencing any
of the Option Shares shall bear a legend specified by the Company.  It
is the Comp0any’s intention to register the Option Shares prior to the first
scheduled vesting date with respect to this option.

     

    9. Method of Exercising
Option.  Subject to the terms and conditions of this Agreement,
this option may be exercised by notice, given in writing or by an approved form
of electronic transmission, to the Company at its principal executive office, or
to such transfer agent as the Company shall designate.  Such notice
shall state the election to exercise this option and the number of Option Shares
which have vested at the time of delivery of such notice and which are being
exercised and, if in writing, shall be signed by the person or persons so
exercising this option.  Such notice shall be accompanied by payment
of the full aggregate exercise price of such shares or by delivery of required
documentation pursuant to Section 7 (a) (iii), and the Company shall deliver a
certificate or certificates representing such shares as soon as practicable
after the notice and the full purchase price having been
received.  Such certificate or certificates shall be registered in the
name of the person or persons so exercising this option (or, if this option
shall be exercised by the Optionee and if the Optionee shall so request in the
notice exercising this option, shall be registered in the name of the Optionee
and another person jointly, with right of survivorship).  In the event
this option shall be exercised, pursuant to Section 5 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by appropriate
proof of the right of such person or persons to exercise this
option.

     

    10. Option Not
Transferable.  This option is not transferable or assignable
except by will or by the laws of descent and distribution.  During the
Optionee’s lifetime only the Optionee can exercise this option.

     

    11. No Obligation to Exercise
Option.  The grant and acceptance of this option imposes no
obligation on the Optionee to exercise it.

     

    12. No Obligation to Continue
Service.  Neither the Plan nor this Agreement imposes any
obligation on the Company to continue the Optionee’s
employment.  Neither the Plan nor this Agreement interferes in any way
with the right of the Company to terminate the Optionee’s service at any
time.

     

    13. Adjustments.  Except
as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is prior to such date of
exercise.

     


    
      
        
           

          


          


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    14. Withholding
Taxes.  If the Company in its discretion determines that it is
obligated to withhold any tax in connection with the exercise of this option, or
in connection with the transfer of, or the lapse of restrictions on, any Common
Stock or other property acquired pursuant to this option, the Optionee hereby
agrees that the Company may withhold from the Optionee’s wages or other
remuneration the appropriate amount of tax.  At the discretion of the
Company, the amount required to be withheld may be withheld in cash from such
wages or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Optionee on exercise of this option.  The
Optionee further agrees that, if the Company does not withhold an amount from
the Optionee’s wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Optionee will make reimbursement on demand, in
cash, for the amount underwithheld.

     

    15. Disposition.  The
Optionee agrees to notify the Company in writing immediately after the Optionee
transfers any Option Shares and agrees to provide the Company with any
information concerning any such transfer required by the Company for tax
purposes.

     

    16. Lock-up
Agreement.  The Optionee agrees that if the Company proposes to
offer for sale to the public any shares of Common Stock pursuant to a public
offering under the Securities Act of 1933, as amended (the “Act”), and if
requested by the Company or any underwriter engaged by the Company, Optionee
shall not, directly or indirectly, offer, sell, pledge, contract to sell
(including any short sale), grant any option to purchase, or otherwise dispose
of any securities of the Company held by him, her or them (except for any
securities sold pursuant to such registration statement) for such period
following the effective date of the registration statement of the Company filed
under the Act with respect to such offering, as the Company or such underwriter
shall specify reasonably and in good faith, not to exceed ninety (90)
days.

     

    17. Arbitration.  Any
dispute, controversy, or claim arising out of, in connection with, or relating
to the performance of this Agreement or its termination shall be settled by
arbitration in the state of Connecticut, pursuant to the rules then obtaining of
the American Arbitration Association.  Any award shall be final,
binding and conclusive upon the parties and a judgment rendered thereon may be
entered in any court having jurisdiction thereof.

     

    18. Provision of Documentation
to Optionee.  By signing this Agreement, the Optionee
acknowledges receipt of a copy of this Agreement and a copy of the
Plan.

     

    19. Administration.  All
questions of interpretation concerning this Agreement shall be determined by the
Committee.  All determinations by the Committee shall be final and
binding upon all persons having an interest in this option.

     


    
      
        
           

          


          


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    20. Miscellaneous.

     

    (a) Notices.  All
notices hereunder shall be in writing and shall be deemed given when sent by
certified or registered mail, postage prepaid, return receipt requested, if to
the Optionee, to the address shown on the records of the Company, and if to the
Company, to the Company’s principal executive offices, attention of the
Corporate Secretary.

     

    (b) Entire Agreement;
Modification.  This Agreement and the Plan constitute the
entire agreement between the parties relative to the subject matter hereof, and
supersede all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement.  This
Agreement may be modified, amended or rescinded only in accordance with the
terms of the Plan.

     

    (c) Fractional
Shares.  If this option becomes exercisable for a fraction of a
share because of the adjustment provisions contained in the Plan, such fraction
shall be rounded down to the nearest whole share.

     

    (d) Issuances of Securities;
Changes in Capital Structure.  Except as expressly provided
herein or in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to this option.  No adjustments need
be made for dividends paid in cash or in property other than securities of the
Company. If there shall be any change in the Common Stock of the Company through
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination or exchange of shares, spin-off, split-up or other similar
change in capitalization or event, the restrictions contained in this Agreement
shall apply with equal force to additional and/or substitute securities, if any,
received by the Optionee in exchange for, or by virtue of his or her ownership
of, Option Shares, except as otherwise determined by the Committee.

     

    (e) Severability.  The
invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision.

     

    (f) Equitable
Relief.  The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.

     

    (g) Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
subject to the limitations set forth in Section 10 hereof.

     

    (h) Governing
Law.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware, without giving effect to the
principles of the conflicts of laws thereof.