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FORM OF RESTRICTED STOCK AGREEMENT CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN

Equity Incentive Plan Agreement

FORM OF RESTRICTED STOCK AGREEMENT CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN | Document Parties: CEC ENTERTAINMENT, INC You are currently viewing:
This Equity Incentive Plan Agreement involves

CEC ENTERTAINMENT, INC

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Title: FORM OF RESTRICTED STOCK AGREEMENT CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
Governing Law: Kansas     Date: 2/20/2009
Industry: Restaurants     Sector: Services

FORM OF RESTRICTED STOCK AGREEMENT CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN, Parties: cec entertainment  inc
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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:

 

Vesting of Awarded Shares:

  

Date

  

No. Shares

  

Vested %

  

  

  

  25%

  

  

  

  25%

  

  

  

  25%

  

  

  

  25%

  

  

  

 

        Total

  

  

  

100%

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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