Non-Employee Directors Stock Option Contract - ShowBiz Pizza Time Inc.
SHOWBIZ PIZZA TIME, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION CONTRACT
THIS NON-EMPLOYEE DIRECTORS STOCK OPTION CONTRACT (hereinafter
referred to as "Contract") is made and entered into this ---- day
of ------------- 19--- (the "Granting Date"), by and between
SHOWBIZ PIZZA TIME, INC., a Kansas corporation (the "Company"), and
---------------- (the "Optionee").
WITNESSETH:
WHEREAS, the Shareholders of the Company (the "Shareholders")
have adopted the ShowBiz Pizza Time, 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 June 8, 2000, options to purchase
shares of the Common Stock of ShowBiz Pizza Time, Inc. to
individuals who are non-employee directors of the Company or of any
of its Affiliates, 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
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 the Common Stock of ShowBiz Pizza
Time, Inc., at the purchase price of--------- and -----/100
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:
(a) Vesting and Expiration Dates. Optionee may exercise up
to an aggregate of Optionee may exercise up to an
aggregate of Fifty Percent (50%) of the option on or
after ------------, 199--, and an aggregate of One
Hundred Percent (100%) of the option on or after ---------
----------, 199---. The Option shall expire at 12:00
midnight on --------------, 200---.
(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. 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 ninety (90) days after the date
of such death, whichever is the shorter period. If an
Optionee dies during the thirty (30) day period described
in subsection (a) above, 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 thirty (30) day period
described in subsection (a) above or within ninety (90)
days after the date of such death, whichever is the
longer period, 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 thirty (30)
days after the date of such termination of the
directorship, 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. 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 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., 4441 West Airport Freeway, Irving,
Texas 75062, 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.
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: --------------------------------
Richard M. Frank
Chairman and Chief Executive
Officer
ATTEST
---------------------------------
Marshall R. Fisco, Jr., Secretary
-------------------------
Optionee Signature
Printed Name : ---------------------
Tax I.D. Number: -------------------
Address: --------------------------