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Exhibit 4.5(b)
OPTION AGREEMENT
[Date of Option]
TO: [Name of Optionee]
Re: Non-Qualified Stock Option granted pursuant to
The 1999 Stock Option Plan of Midway Games Inc.
This letter will evidence the grant to you on ___________ (the "Grant
Date") by the Stock Option Committee of the Board of Directors of Midway Games
Inc. (the "Company") of an option pursuant to the Company's 1999 Stock Option
Plan (the "Plan") to purchase ___________ (_____) shares of the common stock,
par value $.01 per share ("Common Stock"), of the Company at a price of
_________________ ($_______ ) per share (the "Option"). Under applicable
provisions of the Internal Revenue Code of 1986, as amended, the Option is
treated as a non-qualified stock option.
This Option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of this Agreement and of the
Plan as from time to time amended, provided, however, that no future amendment
or termination of the Plan shall, without your consent, alter or impair any of
your rights or obligations under the Plan, all of which are incorporated by
reference in this Agreement as if fully set forth herein.
In consideration of the granting of this Option by the Company, you
hereby agree to render faithful and efficient services to the Company or to
the subsidiary of the Company which is your primary employer, with such duties
and responsibilities as your employer shall from time to time prescribe, for a
period of at least one (1) year from the date this Option is granted and you
further agree that for a period of one (1) year after your termination of
employment, you will not own, manage, control or associate with -- as an
agent, officer, employee, investor, lender, or otherwise -- any business
entity in the United States which is a "Competitor" of your employer. The term
"Competitor" means the design, manufacture or sale of coin-operated video
games or the designing, publishing and/or marketing of interactive
entertainment software for use on dedicated video game platforms and personal
computers. You hereby specifically agree that the scope of the above covenant
is reasonable and fair. Should, however, a court of competent jurisdiction
deem it to be impermissibly overbroad, it is the intention of the parties to
this Agreement that the covenant be enforced as to the greatest extent deemed
to be enforceable. Further, you hereby agree that during your employment and
thereafter, you will not disclose, discuss, copy or otherwise use or allow to
be used, in any manner, in competition with or contrary to the interests of
the Company or any of its subsidiaries, the customer lists, product research,
engineering data or other trade secrets of the Company or any of its
subsidiaries. Nothing in this Option Agreement or in the Plan shall confer
upon you any right to continue in the employ of the Company or any subsidiary
of the Company or shall interfere with or restrict in any way the rights of
the Company and its subsidiaries, which are hereby expressly reserved.
The Company shall not be obligated to issue any shares pursuant to
this Option if, in the opinion of counsel to the Company, the shares to be so
issued are required to be registered or otherwise qualified under the
Securities Act of 1933, as amended, or under any other applicable statute,
regulation or ordinance affecting the sale of securities, unless and until
such shares have been so registered or otherwise qualified.
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It is understood that the Company may establish, from time to time,
appropriate procedures to provide for payment or withholding of such income or
other taxes as may be required by law to be paid or withheld in connection
with the exercise of this Option. By the execution hereof, you hereby agree to
pay to the Company all such amounts requested by the Company to permit the
Company to take any tax deduction available to it resulting from the exercise
of this Option. You also agree to comply with any procedures established, from
time to time, by the Company to ensure that the Company receives prompt advice
concerning the occurrence of any event which may create, or affect the timing
or amount of, any obligation to pay or withhold any such taxes or which may
make available to the Company any tax deduction resulting from the occurrence
of such event.
This Option may be exercised as follows:____________________________.
This Option, to the extent not previously exercised, shall expire on the day
preceding the tenth anniversary of the Grant Date.
This Option is to be exercised by delivering to the Company a written
notice of exercise in the form attached hereto as Exhibit A, together with
payment as provided in the Plan.
Would you kindly evidence your acceptance of this Option and your
agreement to comply with the provisions of this Agreement and of the Plan by
executing the enclosed copy of this Agreement under the words "ACCEPTED AND
AGREED TO" and returning a copy to Xxxxx X. Xxxxxx, Vice President and
Secretary of the Company.
Very truly yours,
MIDWAY GAMES INC.
By:
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Xxxx X. Xxxxxxxx
President
ACCEPTED AND AGREED TO
this _____day of _____________, 19____
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[Name of Optionee]
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EXHIBIT A
Dated:________
Vice President and Secretary
MIDWAY GAMES INC.
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Gentlemen:
Notice is hereby given of my election to purchase ____ shares of common
stock, par value $.01 per share, of Midway Games Inc. (the "Company") at a price
of ___________($__________) per share pursuant to the provisions of the stock
option ("Option") granted to me on __________ under the terms of the Company's
1999 Stock Option Plan.
Enclosed is my check made payable to the Company in the amount of
$_______ in payment of the exercise price of the Option.
The following information is supplied for use in issuing and
registering the shares purchased hereby:
Number of certificates: _______________
Denomination of
each certificate: _______________
Name: _______________
Address: _______________
_______________
Social Security Number: _______________
Very truly yours,
[Signature of Optionee]
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