FORM OF RESTRICTED STOCK
AGREEMENT
CEC ENTERTAINMENT,
INC.
AMENDED AND RESTATED 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.
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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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25%
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50%
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75%
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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. Amended and Restated Non-Employee
Directors Restricted Stock Plan, as amended from time to time in
accordance with its terms (the " Plan "), for good and
valuable consideration, 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.
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 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 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.
4. Conditions of
Forfeiture .
(a) Upon the
occurrence of a Forfeiture Event (the " Termination Date "),
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 acceptance of
the Award granted pursuant to this Agreement, irrevocably grants to
the Company a power of attorney to transfer to the Company Unvested
Awarded Shares that are forfeited and shall execute any documents
requested by the Company in connection with such f
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