EXHIBIT 10.5
CEC ENTERTAINMENT,
INC.
FORM OF 1997 NON-STATUTORY STOCK
OPTION AGREEMENT
[This is a Transferable
Agreement/This is a Non-Transferable Agreement]
THIS NON-STATUTORY STOCK OPTION
AGREEMENT (“the Agreement”) is made and entered into on
, 20 (the
“Granting Date”), by and between CEC ENTERTAINMENT,
INC., a Kansas corporation (the “Company”), and
(the “Optionee”).
WITNESSETH:
WHEREAS, the Shareholders of the
Company (the “Shareholders”) have adopted the CEC
Entertainment, Inc. Non-Statutory Stock Option Plan (the
“Plan”), pursuant to which the Stock Option Committee
of the Board of Directors (the “Committee”) may grant,
from time to time, on or prior to the termination date specified in
the Plan, options to purchase shares of the Common Stock of the
Company to individuals who are key employees of the Company or of
any of its subsidiaries, in such amounts and under such form of
agreement as shall be determined by the Committee; and
WHEREAS, pursuant to the Plan, the
Committee has determined that the Optionee shall be granted an
option to purchase shares of the Common Stock of the Company on the
terms and conditions herein set forth;
NOW, THEREFORE, in consideration of
the mutual promises and covenants herein contained and other good
and valuable consideration, the parties hereto do hereby agree as
follows:
1. Incorporation of the Plan
. A copy of the Plan is attached hereto and incorporated herein by
reference, and all of the terms, conditions and provisions
contained therein shall be deemed to be terms, conditions and
provisions of this Agreement. All terms used herein which are
defined in the Plan shall have the meanings given them in the Plan.
The terms and conditions of the Plan will prevail in the event of
any inconsistency between the terms and conditions of this
Agreement and the Plan.
2. Grant of Option . Pursuant
to the authorization of the Committee, and subject to the terms,
conditions and provisions contained in the Plan and this Agreement,
the Company hereby grants to the Optionee, an option (the
“Option”) to purchase from the Company all or any part
of an aggregate of
shares of Common Stock of the Company, at the purchase price of $
per share. The date first written above shall be deemed to be the
Granting Date of the Option.
3. Period of Exercise . The
Option granted hereunder shall be exercisable from time to time by
the Optionee subject to the following restrictions:
(a) Vesting and Expiration
Dates . Optionee may exercise up to an aggregate of
, and an aggregate of one hundred percent (100%) of the option
after
. The Option shall expire at 12:00 midnight on
.
Page 1 of 3
(b) Exercise During Lifetime of
Optionee . Except as may otherwise be provided for in the Plan
and this Agreement, the Option shall be exercisable during the
lifetime of the Optionee only by him or her.
(c) Exercise after Death of
Optionee . The Option shall be exercisable after the death of
the Optionee only if the Optionee shall at the time of his or her
death have been an employee of the Company or a subsidiary, and
then (i) only by or on behalf of such person or persons to
whom the Optionee’s rights under the Option shall have been
passed by the Optionee’s will or, if the right to exercise
the Option is not specifically bequeathed by will, by his or her
legal representative or representatives, (ii) only to the
extent that the Optionee was entitled to exercise said Option at
the date of his or her death, and (iii) only if said Option is
exercised prior to the expiration of the time period provided for
in the Plan following the date of his or her death.
(d) Cessation of Employment .
The Option may not be exercised by the Optionee except while he or
she is an employee of the Company or a subsidiary, or, if he or she
shall cease to be an employee for any other reason other than death
after he or she has been continuously so employed, for at least one
(1) year from the Granting Date, he or she may, but only
within the time period provided for in the Plan next succeeding
such cessation of employment, exercise his or her
option.
4. Manner of Exercise . The
Option granted hereunder shall be exercised by delivering to the
Company from time to time within the time limits specified in
Paragraph 3 hereof a notice specifying the number of shares the
Optionee then desires to purchase (and with respect to which the
Optionee has acquired the right to purchase, as described in
Paragraph 3(a) above), together with either; (i) cash or other
instrument acceptable to the Company for an amount equal to the
option price for such number of shares; or (ii) with the prior
consent of the Committee, and upon receipt of all regulatory
a
