Exhibit 10.1
MIDWAY GAMES INC.
Restricted Stock Award
Midway
Games Inc., a Delaware corporation (the “Company”)
hereby grants to the “Participant” named below (also
referred to herein as “you”) the number of shares of
its common stock, par value $.01 per share set forth below
(“Restricted Stock”), pursuant to the attached Terms
and Conditions of Restricted Stock Award and the Company’s
2005 Long-Term Incentive Plan (the “Plan”).
Name of
Participant:
Award
Date:
___, 200___
Participant’s Social Security Number:
Number
of Shares of Restricted Stock Covered by the Award:
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| Release Date: |
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The date of the filing with the Securities and Exchange
Commission of the Company’s Annual Report on Form 10-K
for the fiscal year ended
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By signing this cover sheet, you agree to all of the terms
and conditions of this Award .
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Participant:
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(Signature)
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| Company: |
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MIDWAY GAMES INC. |
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By: |
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«Officer» |
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«Title» |
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This is not a stock certificate or a negotiable
instrument .
MIDWAY GAMES INC.
Terms and Conditions of Restricted Stock Award
Under the 2005 Long-Term Incentive Plan
(the “Plan”)
Date of Award:
Definitions. Capitalized terms used herein and on the cover
sheet and not otherwise defined herein have the meanings ascribed
to them in the Plan.
Restricted Stock/Nontransferability. This Award of
Restricted Stock is for the number of shares set forth on the cover
sheet attached hereto and is subject to the terms and conditions
described below and the terms and conditions set forth in the Plan.
Except as set forth herein, until the dates on which the
restrictions on the Restricted Stock lapse as set forth below, the
Restricted Stock on which restrictions remain may not be
transferred, assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may the Restricted Stock on
which restrictions remain be made subject to execution, attachment
or similar process (the “Restrictions”).
Issuance; Lapsing of Restrictions or Forfeiture. The Company
will issue your Restricted Stock in your name as of the Award Date.
Your Restricted Stock shall be restricted as to transfer and may be
forfeited in whole or in part as indicated below. Forfeiture or
lapsing of restrictions on the Restricted Stock, as the case may
be, shall be based on the operating profit excluding the cost of
stock-based compensation of the Company for the fiscal year ending
December 31, 2008, as set forth in the Company’s audited
consolidated financial statements for such year as filed with the
Securities and Exchange Commission (the “Operating
Profit”). Your Restricted Stock shall be forfeited, or the
restrictions on your Restricted Stock shall lapse, as applicable,
as follows:
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if such Operating Profit is less than
, then your Restricted Stock shall be forfeited upon the Release
Date; |
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if such Operating Profit is at least
, then the Restrictions on your Restricted Stock shall lapse as
follows: |
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| Number of Shares on Which |
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Restrictions Lapse |
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Date Restrictions Lapse |
| Up to 33% of the Restricted
Stock |
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Upon the Release Date |
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| Up to 66% of the Restricted
Stock |
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1 st Anniversary of
the Release Date |
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| Up to 100% of the Restricted
Stock |
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2 nd Anniversary of
the Release Date |
Notwithstanding the foregoing, all Restricted Stock shall be
forfeited (a) if the Company ceases to be subject to the
reporting obligations under the Securities Exchange Act of 1934
(the “Exchange Act”); (b) upon a Change in
Control, as defined below, and (c) upon the termination of
your employment and/or service with the Company as provided in
Section 6(d)(ii) of the Plan.
Forfeited amounts set forth above shall be rounded to the nearest
whole number. If any of your Restricted Stock is forfeited in
accordance with the foregoing provisions or as otherwise provided
for in the Plan, such Restricted Stock shall be deemed no longer
outstanding, and you shall return any certificate representing such
Restricted Stock.
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