PRESSTEK INC /DE/
WILLIAMS EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.EE
<SEQUENCE>2
<FILENAME>ex10-ee_10617.txt
<DESCRIPTION>WILLIAMS EMPLOYMENT AGREEMENT
<TEXT>


                                                                    EXHIBIT 10ee
                                                                    ------------

                              EMPLOYMENT AGREEMENT
                              --------------------

         AGREEMENT (the "Agreement") made by and between PRESSTEK, INC., a
Delaware corporation (the "Employer"), and Richard A. Williams (the "Employee").

         WHEREAS, the Employee has heretofore been employed as Chief Scientific
Officer of the Employer;

         WHEREAS, the Employee wishes to continue in his employment with the
Employer and the Employer wishes to continue its employment of Employee; and

         WHEREAS, the parties desire to amend, restate and supersede all
previous agreements between the Employer and the Employee to the extent that
they relate to the Employee's continued employment by Employer.

         NOW, THEREFORE, in consideration of the premises and of the promises
hereafter contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is AGREED as follows:

         1. EMPLOYMENT. The Employee is employed as Chief Scientific Officer of
the Employer from the date hereof through the term of this Agreement. The
Employee shall render executive, policy, operations and other management
services to the Employer of the type customarily performed by persons situated
in similar executive and management capacities. The Employee shall perform such
other related duties as the Board of Directors of the Employer may from time to
time reasonably direct.

         2. COMPENSATION. The Employer agrees to pay the Employee during the
Term of this Agreement as outlined in Schedule A attached. The base Salary of
the Employee shall not be decreased at any time during the Term of this
Agreement from the amount then in effect, unless the Employee otherwise agrees
in writing. The Salary shall be payable to the Employee not less frequently than
monthly.

         Participation in retirement and other employee benefit plans and fringe
benefits shall not reduce the Salary payable to the Employee under this Section
2.

         3. PARTICIPATION IN STOCK OPTION, RETIREMENT AND EMPLOYEE BENEFIT
PLANS; FRINGE BENEFITS. Subject to the eligibility requirements that may be
applicable, the Employee shall be entitled to participate in any plan or
arrangement of the Employer relating to stock options, stock purchases, pension,
thrift, or profit sharing benefits, or other benefits under qualified or
non-qualified deferred compensation plans, group life insurance, medical
coverage, education or any other employee benefits that the Employer may adopt
or make available for the benefit of the Employee or of executive employees
generally.

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<PAGE>

         In addition, during the term hereof, the Employer will cooperate in
providing life insurance coverage on the life of the Employee through a
split-dollar life insurance policy collateral assignment agreement, the terms
and conditions of which shall be provided for in an agreement separate from this
Agreement.

         The Employee shall also be entitled during the term of this Agreement
to any fringe benefits which may be or become available, during the Term of this
Agreement, to executive employees of the Employer, and to the payment or
reimbursement of reasonable expenses for attending annual and periodic meetings
of trade associations, and any other benefits which are commensurate with the
duties and responsibilities to be performed by the Employee under this
Agreement.

         4. EMPLOYMENT TERM. "Term," as used in this Agreement, shall refer to
the Term of this Agreement as defined in this paragraph. The Term of the
employment under this Agreement is for a five year period ending December 31,
2004 unless sooner terminated in accordance with the provisions hereof.

         5. STANDARDS. The Employee shall perform his duties and
responsibilities under this Agreement in accordance with such reasonable
standards as are established from time to time by the Board of Directors of the
Employer. The reasonableness of such standards shall be measured against
standards for executive performance generally prevailing in similar high
technology companies.

         6. VOLUNTARY ABSENCES; VACATIONS. The Employee shall be entitled to
vacation time during the Term of this Agreement to which the Employee may be
entitled as an employee of the Employer. The timing of paid vacations shall be
scheduled in a reasonable manner by the Employee.

         7. TERMINATION OF EMPLOYMENT.

         (a)      (i) The Board of Directors of the Employer may terminate the
                  Employee's employment at any time, but any termination by the
                  Board of Directors other than termination for Cause shall
                  require 180 days prior written notice and shall not prejudice
                  the Employee's right to receive the compensation and other
                  benefits set forth in this Agreement. In the event of a
                  termination for Cause, the Employee shall have no right to
                  receive such compensation or other benefits, including payment
                  of legal fees and expenses incurred, for any period after the
                  termination for Cause. Regardless of the reason for the
                  termination of Employee's employment, other than termination
                  for Cause, the Employer shall continue to be subject to any
                  independent obligation to the Employee under any employee
                  benefit plan in which the Employee is then a participant, and
                  to the compensation set forth in this Agreement.

                  (ii) Unless termination is for Cause, the Employer shall be
                  obligated concurrently with such termination, in lieu and
                  replacement of Employee's

                                       2
<PAGE>

                  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 of an amount
                  equal to the present value of the Employee's then current
                  Salary under this Agreement calculated for a period based on
                  the remainder of the Term hereof when the Agreement is
                  terminated; provided, however, that if the termination of
                  employment occurs in connection with or within two years after
                  a "Change in Control" as defined in Section 8(b) hereof, the
                  amount payable to the Employee shall be determined under
                  Section 8(a) as limited by Section 8(c) hereof. Such payment
                  to the Employee shall be made on or before the Employee's last
                  day of employment with the Employer. The liquidated damages
                  shall not be reduced by any compensation which the Employee
                  may receive for other employment with another employer after
                  termination of his employment with the Employer. In addition,
                  the Employee shall be entitled to have all existing retirement
                  or employee benefits of the type referred to in Section 3
                  hereof continue for the remainder of the Term hereof when the
                  Agreement is terminated, except as otherwise required by law
                  or provided in the related retirement or other employee
                  benefit plans or agreements.

                  (iii) References in this Agreement to "termination for Cause"
                  shall mean termination on account of acts or omissions of the
                  Employee which constitute Cause as defined below. Any
                  determination with respect to a termination for Cause shall
                  require the approval of a two-thirds vote of the full Board of
                  Directors of the Employer. "Cause" shall mean any one or more,
                  but only one or more, of the following:

                  (A) Conviction of a felony,

                  (B) Theft from the Employer,

                  (C) Breach of fiduciary duty involving personal profit,

                  (D) Sustained and continuous conduct by the Employee which
                      adversely affects the reputation of the Employer, or

                  (E) Continued failure of the Employee substantially and
                      satisfactorily to perform his duties or obligations under
                      this Agreement following 30 days' notice by the Employer
                      to the Employee and a failure by the Employee to correct
                      the deficiency cited in such notice (other than any such
                      failure resulting from the Employee's incapacity due to
                      physical or mental illness).

         (b)      The Employee shall have no right to terminate his employment
                  under this Agreement prior to the end of the Term of this
                  Agreement, unless such termination is either approved by the
                  Board of Directors of the

                                       3
<PAGE>

                  Employer or is for Good Reason (as described in Section 8(a)
                  hereof) in connection with or within two years after a Change
                  in Control (as defined in Section 8(b) hereof). In the event
                  that the Employee violates this provision, or in the event
                  that the Employee is terminated for Cause, the Employee shall
                  be entitled to no further payments pursuant to this Agreement,
                  and the Employer shall be entitled, in addition to its other
                  legal remedies, to request a court of competent jurisdiction
                  to enjoin the employment of the Employee with any significant
                  competitor of the Employer, within a 30 mile radius of the
                  Employer or any location at which the Employer operates at the
                  time, for a period of one year or the remaining Term of this
                  Agreement, whichever is less. Upon written consent, the Board
                  may permit the Employee to work for a significant competitor
                  during such period. During such period, even if the Employee
                  is permitted to be employed by a significant competitor, he
                  shall not without the approval of the Board of Directors of
                  the Employer induce any officer of the Employer to accept
                  employment from such significant competitor, nor shall he use
                  proprietary and confidential information of the Employer for
                  the benefit of such a significant competitor.

         8. CHANGE IN CONTROL.

                  (A)

                  (i) If during the Term of this Agreement there is a Change in
                  Control of the Employer, and the Employee's employment with
                  the Employer is terminated involuntarily (other than for
                  Cause), or voluntarily for Good Reason (as defined below), in
                  connection with or within two years after such Change in
                  Control, then the Employee shall be entitled to receive the
                  compensation and other benefits set forth as outlined in
                  Schedule A attached.


                  (ii) As used herein, the term "Good Reason" means, unless
                  previously consented to in writing by the Employee, the
                  occurrence of any one of the following:


                  (A) The assignment to the Employee of duties and
                      responsibilities that are not at least substantially
                      equivalent to the Employee's duties and responsibilities
                      with the Employer immediately prior to such Change in
                      Control;


                  (B) The failure to continue the Employee in a position and
                      title that is at least substantially equivalent to the
                      position held by the Employee with the Employer
                      immediately prior to such Change in Control, except in
                      connection with the termination of the Employee's
                      employment for Cause or as a result of death or permanent
                      disability;

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<PAGE>

                  (C) A reduction in or failure to pay currently total annual
                      cash compensation in an amount equal to or greater than
                      the sum of the Employee's Salary at the highest annual
                      rate in effect during the 12-month period immediately
                      prior to such Change in Control.

                  (D) The Employee's benefits under any employee benefit or
                      welfare plan of the acquiring employer are less, or are
                      reduced to less, other than reductions mandated by a
                      change in law, than the benefits of similarly situated
                      employees under any employee benefit or welfare plan of
                      the acquiring employer in effect immediately prior to such
                      Change in Control;

                  (E) The Employee is reassigned to a place of business which
                      is more than 30 miles from Hudson, New Hampshire; or

                  (F) Any breach by the Employer or the acquiring employer of
                      this Agreement.

                  (iii) Payment under this Section 8(a) shall be in lieu of any
                  amount owed to the Employee as liquidated damages for
                  termination without Cause under Sections 7(a)(i) and (ii)
                  hereof. Payment under this Section 8(a) shall not be reduced
                  by any compensation which the Employee may receive from other
                  employment with another employer after termination of his
                  employment with the Employer.

         (b)      A "change in control of the Employer," for purposes of this
                  Agreement, shall be deemed to have taken place if: (i) a third
                  person, including a "group" as defined in Section 13(d)(3) of
                  the Securities Exchange Act of 1934, becomes the beneficial
                  owner of shares of the Employer having 20 percent or more of
                  the total number of votes that may be cast for the election of
                  directors of the Employer; or (ii) as the result of, or in
                  connection with, any cash tender or exchange offer, merger, or
                  other business combination, sale of assets or contested
                  election, or any combination of the foregoing transactions,
                  the persons who were directors of the Employer before such
                  transaction shall cease to constitute a majority of the Board
                  of Directors of the Employer or any successor institution.

         (c)      Notwithstanding any other provisions of the Agreement or of
                  any other agreement, contract, or understanding heretofore or
                  hereafter entered into by the Employee with the Employer,
                  except an

                                       5
<PAGE>

                  agreement, contract, or understanding hereafter entered into
                  that expressly modifies or excludes application of this
                  Section 8(c) ("Other Agreements"), and notwithstanding any
                  formal or informal plan or other arrangement heretofore or
                  hereafter adopted by the Employer for the direct or indirect
                  provision of compensation to the Employee (including groups or
                  classes of participants or beneficiaries of which the Employee
                  is a member), whether or not such compensation is deferred, is
                  in cash, or is in the form of a benefit to or for the Employee
                  (a "Benefit Plan"), the Employee shall not have any right to
                  receive any payment or other benefit under this Agreement, any
                  Other Agreement, or any Benefit Plan if such payment or
                  benefit, taking into account all other payments or benefits to
                  or for the Employee under this Agreement, all Other
                  Agreements, and all Benefit Plans, would cause any payment to
                  the Employee under this Agreement to be considered a
                  "parachute payment" within the meaning of Section 280G(b)(2)
                  of the Internal Revenue Code as then in effect (a "Parachute
                  Payment"), as determined by a nationally recognized accounting
                  firm selected by the Board. In the event that the receipt of
                  any such payment or benefit under this Agreement, any Other
                  Agreement, or any Benefit Plan would cause the Employee to be
                  considered to have received a Parachute Payment under this
                  Agreement, then the Employee shall have the right, in the
                  Employee's sole discretion, to designate those payments or
                  benefits under this Agreement, any Other Agreements, and/or
                  any Benefit Plans, which should be reduced or eliminated so as
                  to avoid having the payment to the Employee under this
                  Agreement be deemed to be a Parachute Payment.

         9. EXPENSES. The Employee is authorized to incur, during the Term of
this Agreement, reasonable expenses for promoting the business of the Employer,
including without limitation expenses for entertainment, travel and similar
items. The Employer will promptly reimburse the Employee for all such expenses,
upon the presentation by the Employee, from time to time, of an itemized account
of such expenses.

         10. LEGAL EXPENSES. The Employer shall indemnify and hold harmless the
Employee from and against any and all costs and liabilities, including without
limitation reasonable attorneys' fees, arising out of or in connection with
being or having been an officer or director of the Employer, except in relation
to matters as to which the Employee shall be finally adjudged not to have acted
in good faith in the reasonable belief that his action or failure to act was in
the best interest of the Employer.

         11. SUCCESSORS AND ASSIGNS; ASSUMPTION BY SUCCESSORS. All right here-
under shall inure to the benefit of the parties hereto, their personal or legal
representatives, heirs, successors or assigns. This Agreement may not be
assigned or

                                       6
<PAGE>

pledged by the Employee. The Employer will require any successor (whether direct
or indirect, by purchase, assignment, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Employer in any
consensual transaction expressly to assume this Agreement and to agree to
perform hereunder in the same manner and to the same extent that the Employer
would be required to perform if no such succession had taken place. References
herein to the Employer will be understood to refer to the successor or
successors of the Employer, respectively.

         12. OTHER CONTRACTS. The Employee shall not, during the Term of this
Agreement, have any other paid employment (other than with a subsidiary or
affiliate of the Employer) except with the prior approval of the Board of
Directors of the Employer.

         13. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior employment agreements and
understandings, whether written or oral.

         14. AMENDMENTS OR ADDITIONS. No amendments or additions to this
Agreement shall be binding unless in writing and signed by the parties.

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<PAGE>

         15. SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.

         16. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         17. GOVERNING LAW. This Agreement shall be governed by the laws of the
United States where applicable and otherwise by the laws of the State of New
Hampshire, except the choice of law rules thereof.

         IN WITNESS WHEREOF, the parties have executed this Agreement this
25th day of May, 2000.


                                       PRESSTEK, INC. (the "Employer")

                                       By:  /s/ Robert W. Hallman
                                           ----------------------------
                                           Robert W. Hallman
                                           President and Chief Executive Officer

                                       RICHARD A. WILLIAMS (the "Employee")

                                       By:  /s/ Richard A. Williams
                                           -----------------------------
                                           Richard A. Williams


                                       8
<PAGE>

                                   SCHEDULE A
                                   ----------


COMPENSATION
------------

                  YEAR             COMPENSATION         ESTIMATED WORK DAYS
                  ----             ------------         -------------------

                  2000               $300,000                   200

                  2001               $250,000                   125

                  2002               $200,000                   100

                  2003               $150,000                    75

                  2004               $100,000                    50

         If necessary, this compensation schedule continues to be payable as
         outlined in the "R.A. Williams Trust."


STOCK COMPENSATION
------------------

                  YEAR            AMOUNT OF OPTION SHARES
                  ----            -----------------------

                  2000                   100,000

                  2001+     as granted to the Board of Directors

BENEFITS
--------

         If necessary, insurances will continue through 2004 for the Employee's
         spouse.


</TEXT>
</DOCUMENT>
