FORM OF RESTRICTED STOCK AGREEMENT CEC ENTERTAINMENT, INC. SECOND AMENDED AND RESTATED 2004 RESTRICTED STOCK PLAN

FORM OF RESTRICTED STOCK AGREEMENT

CEC ENTERTAINMENT, INC.

SECOND AMENDED AND RESTATED 2004 RESTRICTED STOCK PLAN

        1.   Effect of the Plan .  Grantee acknowledges that the Plan and this Agreement have been made available to Grantee, and represents that he or she is familiar with the terms and  provisions thereof and hereof,

and hereby accepts the Awarded Shares that were granted to Grantee, 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 the grant of Awarded Shares to Grantee.  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.  At the sole discretion of the Committee, the Awarded Shares will be issued in either (i) uncertificated form, with the Awarded Shares recorded in the name of Grantee in the books and records of the Company or the Company’s transfer agent with appropriate notation regarding the restrictions on transfer imposed pursuant to this Agreement, and upon vesting and the satisfaction of all conditions set forth in this Agreement, the lapsing of transfer restrictions shall be reflected in the books and records of the Company or the Company’s transfer agent, as applicable, and upon request by Grantee, the Company shall cause certificates representing the Awarded Shares to be issued to Grantee, or (ii) certificated form pursuant to the terms of  Section 12.8 of the Plan.  Grantee will in no case 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.  Any stock certificates evidencing 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, if Awarded Shares are issued in certificated form, 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 ”).  A 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 lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.  The treatment of any fractional Vested Awarded Share remaining as of the date of the final installment shall be determined in accordance with Section 12.10 of the Plan.

        4.   Conditions of Forfeiture .

           (a)   Upon the effective date of Grantee's Termination of Service (the “ Termination Date ”) before all of the Awarded Shares become Vested Awarded Shares, all Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.  Unvested Awarded Shares that are forfeited shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Grantee, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture.  Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares.  Grantee, by his accepta