EXHIBIT 10.9
FORM OF RESTRICTED STOCK
AGREEMENT
CEC ENTERTAINMENT, INC. 2004
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.
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Grantee:
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Address:
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Number of Awarded Shares:
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Grant Date:
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Vesting of Awarded
Shares:
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Date
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Aggregate Vested
Shares
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Vested %
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25
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%
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50
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%
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75
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%
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100
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%
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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.
2004 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.
Page 1
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 Committee or
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 if the Grantee does
not experience a Termination of Service 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 ”). Termination of Service occurs when a
Grantee ceases to serve as an employee of the Company or a
Subsidiary for any reason (other than due to death), including, but
not limited to, Grantee’s voluntary resignation or
termination by the Company with or without cause. 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 Termination of Service 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