exhibit102.htm


    Exhibit
10.2


    PRESSTEK,
INC.

    COMPENSATION
PROGRAM FOR NON-EMPLOYEE DIRECTORS

    As
Amended on June 11, 2008

    


    Annual
Retainer

    


    Cash/Stock Option
Election:  Directors are paid $22,500 on July 1 (or the next
succeeding business day if July 1 is not a business day) of each year. Directors
who join the Board between Annual Meetings receive a pro-rated cash retainer.
Board members may elect to receive either 50% or 100% of this retainer and/or
any Committee Chair retainer in the form of non-qualified stock options, which
shall be valued by taking the amount of the retainer and dividing it by the
value per option (using the Black-Scholes valuation or some similar
method).  The exercise price per share shall be the closing price of
the Common Stock on NASDAQ on July 1 (or the next succeeding business day if
July 1 is not a business day).  Elections to receive stock options in
lieu of a cash retainer in 2008 must be made no later than June 22, 2008, and
all elections will apply to future years unless changed by the Board member no
later than March 31 preceding the next July 1 payment date.  All stock
options shall be issued pursuant to the 2008 Omnibus Incentive
Plan.

    


    All stock
options issued in lieu of the cash Board and/or Committee Chair retainers shall
vest immediately and shall be exercisable for a period of ten years from the
date of grant, regardless of whether the Board member remains on the
Board.

    


    


    Annual Grant
Options:  Directors receive a non-qualified option to purchase
15,000 shares of Common Stock on July 1 of each year
(or the next succeeding business day if July 1 is not a business day); all
options vest after one year.  New Directors receive an automatic grant
of a non-qualified option to purchase 25,000 shares of Common Stock on the
effective date of election, and this option vests after one year. All annual
grant options shall be issued pursuant to the 2008 Omnibus Incentive
Plan.  These options shall be exercisable for a period of ten years
from the date of grant, regardless of whether the Board member remains on the
Board, except that if a Board member leaves the Board then all unvested stock
option grants shall be forfeited.

    


    


    Audit Committee
Chairman:  Additional annual retainer of $7,500 paid on July
1(or the next succeeding business day if July 1 is not a business
day).

    


    Compensation Committee Chair:
Additional annual retainer of $5,000 paid on July 1 (or the next
succeeding business day if July 1 is not a business day).

    


    Nominating and Governance Committee
Chair:  Additional annual retainer of $5,000 paid on July 1(or
the next succeeding business day if July 1 is not a business day).

    


    Non-Executive Chairman of the Board/
Lead Director: Compensation to be determined by the Board of
Directors.

    


    Meeting Attendance
Fees

    


    Board
Meetings

    
      	
              ·  

            	
              $1,500
      per meeting for attendance at in-person
meetings

            


    

    
      	
              ·  

            	
              $500
      per meeting for each telephonic
meeting

            


    

    


    Committee
Meetings

    
      	
              ·  

            	
              Audit
      Committee:  $1,500 per
meeting

            


    

    
      	
              ·  

            	
              All
      Other Committees:  $1,000 per
meeting