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Exhibit 10.74  


 
 

FORM OF STOCK OPTION AGREEMENT FOR DIRECTORS    
    


	TO:
	«FirstName»
«LastName»



	Re:
	Non-Qualified
Stock Option

Midway Games Inc. «Plan» Stock Option Plan 



        This
letter agreement (the "Agreement") will evidence the grant to you on «grantdate» (the "Grant Date") by the Compensation Committee of the Board of Directors
of Midway Games Inc. (the "Company") of an option pursuant to the Company's «Plan» Stock Option Plan (the "Plan") to purchase up to «Numberof
Options» («numberofoptions2») shares of the common stock, par value $.01 per share ("Common Stock"), of the Company at a price of
«exerciseprice» Dollars ($«exerciseprice2») per share (the "Option") and the terms and conditions of such grant. Under applicable provisions of the
Internal Revenue Code of 1986, as amended, the Option is treated as a non-qualified stock option. 


        1.     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. 


        2.     This
Option Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Illinois, without giving effect to any
conflicts of law rule or principle that might require the application of the laws of another jurisdiction. 


        3.     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. 


        4.     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 notice of 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. 


        5.     This
Option may be exercised as follows: 



	Number of Option Shares Exercisable
 
	 	Date Exercisable

	«Vesting Schedule»	 	 






        6.     This
option, to the extent not previously exercised, shall expire on the day preceding the tenth anniversary of the Grant Date. 


        7.     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 the Senior Vice President, Secretary and General Counsel of the Company, c/o the Legal Department of Midway Games Inc. 



	 	 	Very truly yours,



MIDWAY GAMES INC.
	

 	
 	

By:	

  
 «Authorized Officer»





Attachments



ACCEPTED
AND AGREED TO

this              day of             , 200  .

                                         
       

«FirstName» «LastName» 







EXHIBIT A  


Dated:
                                       


Senior
Vice President, Secretary and General Counsel

MIDWAY GAMES INC.

2704 West Roscoe Street

Chicago, IL 60618 


Ladies
and Gentlemen: 


        Notice
is hereby given of my election to purchase              shares of common stock, par value $.01 per share, of Midway Games Inc. (the
"Company") at a price of «exerciseprice» Dollars ($«exerciseprice2») per share under the provisions of the stock option ("Option") granted to me on
«grantdate» under the terms of the Midway Games Inc. «Plan» Stock Option Plan. 


        I
hereby certify that I am in compliance with the forfeiture provisions of the Option Agreement dated as of «Date» between the Company and me (the "Option
Agreement"). I acknowledge that a violation of these provisions will result in the forfeiture of any remaining options I have. 


        Enclosed
is my check made payable to Midway Games Inc. in the amount of $                         in payment of the exercise
price of the Option and my check
in the amount of $                         also made payable to Midway Games Inc. in payment of the tax due on
exercise of the Option. 


        The
following information is supplied for use in issuing and registering the shares purchased: 



	

Number of certificates:	
 	

  

	

Denomination of

each certificate:	
 	

  

	

Full Name:	
 	

  

	

Address:	
 	

  

	

 	
 	

  

	

Social Security Number:	
 	

  







	 	Very truly yours,
	

 	

  
 «FirstName» «LastName»













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FORM OF STOCK OPTION AGREEMENT FOR DIRECTORS