EXHIBIT 10.7
CEC ENTERTAINMENT,
INC.
FORM OF NON-EMPLOYEE DIRECTORS
STOCK OPTION AGREEMENT
[ This is a Transferable
Agreement/This is a Non-Transferable Agreement ]
THIS NON-EMPLOYEE DIRECTORS STOCK
OPTION CONTRACT (“the Contract”) 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-Employee Directors Stock Option Plan (the
“Plan”), pursuant to which the President and Chief
Financial Officer of the Company (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 non-employee directors
of the Company or of any of its Affiliates (as that term is defined
in the Plan), 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 Contract. 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 Contract
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 Contract,
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 fifty
percent (50%) of the option after January
, 20
, and an aggregate of one hundred
percent (100%) of the option after January
, 20
. The Option shall expire at 12:00
midnight on January , 20
.
Page 1 of 3
(b) Exercise During Lifetime of
Optionee . Except as my otherwise be provided for in the Plan
and this Contract, the Option shall be exercisable during the
lifetime of the Optionee only by him or her.
(c) Exercise after Death of
Optionee . If an Optionee dies while serving as a member of the
Board of Directors of the Company, the Option shall be exercisable
(whether or not exercisable on the date of the death of such
Optionee) by the person or persons entitled to do so under the
Optionee’s will, or, if the Optionee shall fail to make
testamentary disposition of said Option or shall die intestate, by
the Optionee’s legal representative or representatives, at
any time prior to the Expiration Date of the Option or within the
time period provided for in the Plan from the date of such death,
whichever is the shorter period. If an Optionee dies during the
time period described in subsection (d) below, the Option
shall be exercisable (but only to the extent exercisable on the
date of death of such Optionee) by the person or persons described
above at any time within the time period provided for in the Plan
after the date of such death, but in no event after the Expiration
Date of the Option.
(d) Cessation of Employment .
If the directorship of the Optionee is terminated for any reason
other than (i) death of the Optionee, or (ii) on account
of any act of fraud or intentional misrepresentation or
embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any Affiliate, an Option (to the
extent otherwise exercisable on the date of such termination) shall
be exercisable by the Optionee at any time prior to the Expiration
Date of the Option or within the time period provided for in the
Plan, whichever is the shorter period. The Option of the Optionee
shall automatically terminate as of the date his or her
directorship is terminated, if the directorship is terminated on
account of any act of (a) fraud or intentional
misrepresentation, or (b) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any
Affiliate.
4.
