Exhibit 10(g)(2)
RESTRICTED STOCK AGREEMENT
CEC ENTERTAINMENT, INC. NON-EMPLOYEE DIRECTORS
RESTRICTED STOCK PLAN
Grantee:
--------------------------
Address:
--------------------------
Number of
Awarded Shares:
-------------------------
Grant Date:
-------------------------
Vesting of Awarded Shares: Date
No. Shares Vested %
25%
--------------------------- ---------
----------
25%
--------------------------- ---------
----------
25%
--------------------------- ---------
----------
25%
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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
(this "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 (this
"Agreement") and in the Plan, which are 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.
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 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.
<PAGE>
2. Grant. This Award shall evidence Grantee's ownership of the Awarded
Shares.
Grantee agrees that
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
acknowledges that he
or she will not receive a stock certificate representing
the Awarded Shares
unless and until the Awarded Shares vest as provided in this
Award 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 Award. 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
shareholders, 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
<PAGE>
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 agrees to execute any documents
requested by the Company i
