Exhibit 4.5(c)
SUBSCRIPTION AGREEMENT
1. The undersigned ("I" or "me") hereby elects to participate in the 1998 Stock
Incentive Plan (the "Plan") of Midway Games Inc. (the "Company") and subscribes
to purchase the maximum whole number of shares of the Company's common stock,
par value $.01 per share ("Common Stock"), as could be purchased for
$____________ on the New York Stock Exchange at the closing price thereof on the
last day of the Offering Period under the Plan, subject to pro-rata reduction in
accordance with the Plan. My check to the Company in the amount of $__________
is enclosed with this Agreement. The Company shall pay to me any money left over
after rounding down to the nearest whole number of shares. If there is a
pro-rata reduction, I understand that the Company will refund to me any
overpayment.
2. I have received a complete copy of the Plan, a summary of the Plan and
investment risk factors. I understand that my participation in the Plan is in
all respects subject to the terms of the Plan. I hereby agree to be bound by the
terms of the Plan. The effectiveness of this Subscription Agreement is dependent
upon my eligibility to participate in the Plan. I understand that the Company
may terminate the Plan at any time prior to the last day of the Offering Period.
3. I understand and agree that prior to six (6) months after the end of the
Offering Period, I may not (i) sell any shares of Common Stock purchased under
this Agreement or contract to do so, (ii) have a short position in or any put or
other option to dispose of any shares of Common Stock; or (iii) enter into any
other transaction directly or indirectly involving Common Stock intended to
reduce the economic risk of investment in the shares of Common Stock purchased
under this Agreement. I also understand that until such time, the Company shall
hold in escrow for me the certificate representing such shares.
4. I understand that after the end of the Offering Period, the Company shall
notify me of the purchase price of the shares of Common Stock, and that unless I
withdraw my subscription by the end of the business day following the receipt of
such notice by delivery of a signed Notice of Withdrawal in the form of Exhibit
A hereto, I shall be deemed to have irrevocably confirmed this subscription. I
understand, further, that if I cease to be an Employee during the Offering
Period, I will be deemed to have elected to withdraw my subscription, and this
Subscription Agreement shall be void.
5. Shares purchased for me under the Plan should be issued in my name as
follows:
NAME: (Please print)
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(First) (Middle) (Last)
Employee's Social Security Number:
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Employee's Address:
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6. I UNDERSTAND THAT AN INVESTMENT IN SHARES OF THE COMPANY'S COMMON STOCK
INVOLVES SUBSTANTIAL RISK AND THAT THE PRICE OF THE COMPANY'S COMMON STOCK COULD
DECLINE SUBSTANTIALLY. I REPRESENT THAT ANY FUNDS USED BY ME FOR THIS INVESTMENT
HAVE NOT BEEN BORROWED AND THAT I HAVE SUFFICIENT PERSONAL FINANCIAL RESOURCES
TO BE ABLE TO WITHSTAND A LOSS OF MY ENTIRE INVESTMENT.
Dated:
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Signature of Employee
EXHIBIT A
NOTICE OF WITHDRAWAL
The undersigned hereby withdraws from participation in the 1998 Stock
Incentive Plan of Midway Games Inc. (the "Plan"). The undersigned understands
and agrees that his or her subscription to purchase stock and receive options
under the Plan is hereby terminated.
Name and Address of Employee:
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Signature:
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Date: December , 1998
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This Form should be returned by fax to:
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Vice President, Secretary and General Counsel
Midway Games Inc.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
