EXHIBIT 10.11
FORM OF RESTRICTED STOCK
AGREEMENT
CEC ENTERTAINMENT, INC.
NON-EMPLOYEE DIRECTORS
RESTRICTED STOCK
PLAN
UNLESS GRANTEE REFUSES TO ACCEPT
THIS RESTRICTED STOCK AGREEMENT BY RETURNING THE AGREEMENT TO THE
COMPANY WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS
AGREEMENT, GRANTEE IS DEEMED TO HAVE ACCEPTED THE AWARD OF
RESTRICTED STOCK EVIDENCED BY THIS AGREEMENT WITHOUT REQUIRING
GRANTEE’S SIGNATURE, SUBJECT TO AND OTHERWISE IN ACCORDANCE
WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE
TERMS AND CONDITIONS SET FORTH IN THE PLAN.
Grantee:
Address:
Number of Awarded Shares:
Grant Date:
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Vesting of Awarded
Shares:
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Date
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No. Shares
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Vested %
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25%
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25%
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25%
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25%
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Total
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100%
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CEC Entertainment, Inc., a Kansas
corporation (the “ Company ”), hereby grants to
the individual whose name appears above (“ Grantee
”), pursuant to the provisions of the CEC Entertainment, Inc.
Non-Employee Directors Restricted Stock Plan, as amended from time
to time in accordance with its terms (the “ Plan
”), a restricted stock award (the “ Award
”) of shares (the “ Awarded Shares ”) of
its common stock, par value $.10 per share (the “ Common
Stock ”), effective as of the date of grant as set forth
above (the “ Grant Date ”), upon and subject to
the terms and conditions set forth in this Restricted Stock
Agreement (the “Agreement”) and in the Plan, which is
incorporated herein by reference. Unless otherwise defined in this
Agreement capitalized terms used in this Agreement shall have the
meanings assigned to them in the Plan.
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1. Effect of the Plan . The
Awarded Shares granted to Grantee are subject to all of the
provisions of the Plan and of this Agreement, together with all
rules and determinations from time to time issued by the Committee
pursuant to the Plan. The Company, by action of the Board, hereby
reserves the right to alter, amend, revise, suspend, or discontinue
the Plan without the consent of Grantee, so long as such
alteration, amendment, revision, suspension or discontinuance,
unless otherwise required by law, shall not adversely affect the
rights and benefits available to Grantee hereunder, and this Award
shall be subject, without further action by the Company or Grantee,
to such alteration, amendment, revision, suspension, or
discontinuance unless provided otherwise therein.
2. Grant . This Award shall
evidence Grantee’s ownership of the Awarded Shares. The
Awarded Shares shall be subject to all of the terms and conditions
set forth in this Agreement and the Plan, including the forfeiture
conditions set forth in Section 4 of this Agreement, the
restrictions on transfer set forth in Section 5 of this
Agreement and the satisfaction of the Required Withholding as set
forth in Section 8(a) of this Agreement. Grantee will not
receive a stock certificate representing the Awarded Shares unless
and until the Awarded Shares vest as provided in this Agreement and
all tax withholding obligations applicable to the Vested Awarded
Shares (as defined below) have been satisfied. The Awarded Shares
will be held in custody for Grantee, by the Company, until the
Awarded Shares have vested in accordance with Section 3 of
this Agreement. In accordance with the terms of Section 12.8
of the Plan, the stock certificates for the Awarded Shares will be
endorsed with the legends contained in such Section. Upon vesting
of the Awarded Shares, the Company shall, unless otherwise paid by
Grantee as described in Section 8(a) of this Agreement,
withhold that number of Vested Awarded Shares necessary to satisfy
any applicable tax withholding obligation of Grantee in accordance
with the provisions of Section 8(a) of this Agreement, and
thereafter shall deliver to Grantee all remaining Vested Awarded
Shares.
3. Vesting Schedule; Service
Requirement . Except as provided otherwise in Section 4 of
this Agreement, the Awarded Shares shall vest unless
Grantee’s membership on the Board is terminated as a result
of Grantee’s (i) Removal, (ii) not being
re-nominated for Board membership for the next succeeding period,
(iii) being nominated for Board membership for the next
succeeding period but not being reelected for Board membership for
such period by the Company’s stockholders, or
(iv) resignation (each a “ Forfeiture Event
”) during the period commencing with the Grant Date and
ending with the applicable date that such portion of the Awarded
Shares vests (each, a “ Vesting Date ”). Awarded
Shares that have vested pursuant to this Agreement are referred to
herein as “ Vested Awarded Shares ” and Awarded
Shares that have not yet vested pursuant to this Agreement are
referred to herein as “ Unvested Awarded Shares
.” Subject to the provisions of Section 4 of this
Agreement, if the Grantee does not experience a Forfeiture Event
prior to an applicable Vesting Date, the Awarded Shares will vest
in accordance with the Vesting Dates set forth on the first page of
this Agreement under the heading “Vesting of Awarded
Shares.” If an installment of the vesting would result in a
fractional Vested Awarded Share, such installment will be rounded
to the next lower Awarded Share, as determined by the Company,
except the final installment, which will be for the balance of the
Awarded Shares.
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