10(o)(2)
SHOWBIZ PIZZA TIME, INC.
1997 NON-STATUTORY STOCK OPTION CONTRACT
THIS 1997 NON-STATUTORY STOCK OPTION CONTRACT (hereinafter
referred to as "Contract") is made and entered into on ---------
(the "Granting Date"), by and between SHOWBIZ PIZZA TIME, INC., a
Kansas corporation (the "Company"), and -------- (the "Optionee").
WITNESSETH:
WHEREAS, the Board of Directors of the Company (the "Board of
Directors") has adopted the ShowBiz Pizza Time, Inc. 1997 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 July 31, 2007, non-statutory
options to purchase shares of the Common Stock of ShowBiz
Pizza Time, Inc. to individuals who are directors or key employees
of the Company or of any of its subsidiary corporations, 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 ShowBiz Pizza Time, Inc. 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.
2. Grant of Option. Pursuant to the authorization of the Board
of Directors, 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 the Common Stock of
ShowBiz Pizza Time, Inc., at the purchase price of ------
Dollars ($-------) 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:
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(a) Vesting and Expiration Dates. Optionee may exercise up
to an aggregate of __________ percent (____%) of the
option after __________, and an aggregate of __________
percent (____%) of the option after __________. The
Option shall expire at 12:00 midnight on __________.
(b) Exercise During Lifetime of Optionee. The Option shall
be exercisable during the lifetime of the Optionee only
by him.
(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 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 legal representative or representatives,
(ii) only to the extent that the Optionee was entitled to
exercise said Option at the date of his death, and (iii)
only if said Option is exercised prior to the expiration
of three (3) months from the date of his death.
(d) Cessation of Employment. The Option may not be exercised
by the Optionee except while he is an employee of the
Company or a subsidiary, or, if he shall cease to be an
employee for any other reason other than death after he
has been continuously so employed, for at least one (1)
year after the Granting Date, he may, but only within ten
(10) business days next succeeding such cessation of
employment, exercise his 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) a cashier's check
payable in United States currency (unless a personal check
shall be acceptable to the Company) to the order of 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 approvals,
certificate for Common Stock of the Company, valued at the
Fair Market Value (determined as provided in the Plan) of such
Common Stock on the date of exercise of this option, as
payment of all or any portion of the option price for such
number of shares; and (iii) such other instruments or
agreements duly signed by the Optionee as in the opinion of
counsel for the Company may be necessary or advisable in order
that the issuance of such number of shares comply with
applicable rules and regulations under the Securities Act of
1933, as amended (the "Act"), any appropriate state securities
laws or any requirement of any national securities exchange or
market system on which such stock may be traded. As soon as
practicable after any such exercise of the Option in whole or
in part by the Optionee, the Company will deliver to the
Optionee at
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Optionee's address, as set forth below, a certificate for the
number of shares with respect to which the Option shall have
been so exercised, issued in the Optionee's name. Such stock
certificate shall carry such appropriate legend, and such
written instructions shall be given to the Company's transfer
agent, as may be deemed necessary or advisable by counsel for
the Company to satisfy the requirements of the Act or any
state securities law.
5. Withholding. To the extent required by law the Company shall
withhold any taxes required to be withheld under any
applicable Federal, state or other law and transmit such
withheld amounts to the appropriate taxing authority. The
Company may condition the transfer of stock after the exercise
of the Option upon the Optionee's agreement to remit to the
Company the amount of employment taxes which are required to
be withheld or, with the consent of the Committee, to satisfy
such withholding obligation by means of Share Withholding, as
such term is defined in the Plan.
6. Notices. All notices, surrenders and other communications
required or allowed to be made or given in connection with the
Option granted hereunder shall be in writing, shall be
effective when received, and shall be hand delivered or sent
by registered or certified mail (i) if to the Company, to
ShowBiz Pizza Time, Inc., 0000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxx,
Xxxxx 00000, or (ii) if to the Optionee, to the Optionee at
the address shown beneath his signature hereto, or to such
other address as to which may have notified the company
pursuant to this section.
7. Binding Effect. This Contract shall bind, and except as
specifically provided in the Plan and this Contract, shall
inure to the benefit of, the respective heirs and legal
representatives of the parties hereto.
8. Governing Law. This Contract and the rights of all persons
claiming hereunder shall be construed and determined in
accordance with the laws of the State of Texas.
9. Multiple Counterparts. This Contract may be executed in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
10. Expiration of Offer. If Optionee has not accepted the
Company's offer herein contained by signing and returning to
the Company one (1) duplicate original of this Contract prior
to the expiration of one hundred and twenty (120) days after
the Granting Date, then the offer herein contained shall be,
withdrawn, void and of no further force or effect.
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IN WITNESS WHEREOF, the Company has caused this Contract to be
executed by its officer hereunto duly authorized and its corporate
seal to be hereunto affixed, and the Optionee has hereunto set his
hand, as of the date and year first written above.
SHOWBIZ PIZZA TIME, INC.
(CORPORATE SEAL)
By: ------------------------------
Xxxxxxx X. Xxxxx
Chairman and Chief Executive Officer
ATTEST
---------------------------------
Xxxxxxxx X. Xxxxx, Xx., Secretary
-----------------------------
Optionee Signature
Printed Name : --------------
Tax I.D. Number:-------------
Address: 0000 Xxxx Xxxxxxx
Xxxxxxx
Xxxxxx, Xxxxx 00000
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