EXHIBIT
10.27


WPT ENTERPRISES, INC.


STOCK OPTION AGREEMENT


(2004 Stock
Incentive Plan - Employee)


This STOCK OPTION
AGREEMENT is made effective as of this      day of              ,
200  , between WPT Enterprises, Inc. (the “Company”), and                  (“Employee”).


BACKGROUND


A.                   Employee has
either been hired to serve as an Employee of the Company or the Company desires
to induce Employee to continue to serve the Company as an Employee.


B.                     The Company
has adopted the 2004 Stock Incentive Plan (the “Plan”) pursuant to which shares
of common stock, $.001 par value, of the Company have been reserved for
issuance under the Plan.


NOW, THEREFORE, the parties hereto agree as follows:


1.                       Grant of
Option.  The Company hereby
irrevocably grants from the Plan to Employee the right and option (hereinafter
referred to as the “Option”) to purchase from the Company all or any portion of
an aggregate of                    
(           )
shares of the common stock, $.001 par value, of the Company (the “Shares”)
(such number being subject to adjustment pursuant to the terms of the Plan)
subject to the terms and conditions herein set forth.


2.                       Purchase
Price.  The purchase price of the
Shares covered by the Option shall be $   .    
per Share.


3.                       Exercise
and Vesting of Option.  The Option
shall be exercisable only to the extent that all or any portion thereof, has
vested in Employee.  The Option shall
vest in equal installments over a three (3) year period, beginning on the first
anniversary of the date of this Agreement and continuing on each subsequent
anniversary date (hereinafter referred to singularly as a “Vesting Date” and
collectively as “Vesting Dates”) until the Option is fully vested, as set forth
in the following schedule:


	
  No. of Shares To Be Vested

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 













In the event that
Employee ceases to be employed by the Company, for any reason or no reason,
prior to any Vesting Date, that portion of the Option scheduled to vest on such
Vesting Date, and all portions of the Option scheduled to vest in the future,
shall not vest and all of Employee’s rights to and under such non-vested
portions of the Option shall terminate.


4.                 Term of Option.  To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten (10) years
from the date of this Agreement; provided,
however, that in the event that Employee ceases to be employed by
the Company, for any reason or no reason, Employee or his/her legal
representative shall have ninety (90) days from the date of such termination of
employment, or, if earlier, until the expiration of the Option as set forth
above, to exercise any portion of the Option vested pursuant to Sections 3 or 4
of this Agreement.  Upon the expiration of
such ninety (90) day period, or, if earlier, upon expiration of the Option as
set forth above, the Option shall terminate and become null and void.


5.                 Manner of
Exercising Option.  Subject to the
terms and conditions of this Agreement, the Option may be exercised, in whole
or in part, by giving written notice to the Company, specifying the number of
Shares to be purchased and accompanied by the full purchase price for such
Shares. Any such notice shall be deemed given when received by the Company at
its corporate headquarters.  The purchase
price shall be payable (a) in United States dollars upon exercise of the option
and may be paid by cash; uncertified or certified check; bank draft; (b) at the
discretion of the Committee, by delivery of shares of Common Stock in payment
of all or any part of the option price, which shares shall be valued for this
purpose at the Fair Market Value (as such term is defined in the Plan) on the
date such option is exercised; or (c) at
the discretion of the Committee, by instructing the Company to withhold from
the shares of Common Stock issuable upon exercise of the stock option shares of
Common Stock in payment of all or any part of the exercise price and/or any
related withholding tax obligations, which shares shall be valued for this
purpose at the Fair Market Value or in such other manner as may be authorized
from time to time by the Committee. 
All Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.


6.                 Rights of
Option Holder.  Employee, as holder
of the Option, shall not have any of the rights of a shareholder with respect
to the Shares covered by the Option except to the extent that one or more
certificates for such Shares shall be delivered to him upon the due exercise of
all or any portion of the Option.


7.                 Non-Transferability.  The Option shall not be transferred, pledged
or assigned except, in the event Employee’s death, by will or the laws of
descent and distribution to the limited extent provided in the Plan, or
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder, and the Company shall not be required to recognize any attempted
assignment of such rights. 
Notwithstanding the preceding sentence, the Option may be transferred by
Employee to Employee’s spouse, children, grandchildren or parents
(collectively, the “Family Members”), to trusts for the benefit of Family
Members, to



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partnerships or limited
liability companies in which Family Members are the only partners or
shareholders, or to entities exempt from federal income taxation pursuant to
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  During Employee’s lifetime, the Option may be
exercised only by him or her, by his or her guardian or legal representative or
by the transferees permitted by the preceding sentence.


8.                 No Continued
Employment or Right to Corporate Assets. 
Nothing contained in this Agreement shall be deemed to grant Employee
any right to continue in the employ of the Company for any period of time or to
any right to continue his or her present or any other rate of compensation, nor
shall this Agreement be construed as giving Employee, Employee’s beneficiaries or
any other person any equity or interests of any kind in the assets of the
Company or creating a trust of any kind or a fiduciary relationship of any kind
between the Company and any such person.


9.                       Employee
Representations.  Employee hereby
represents and warrants that:


(a)                                  Employee
has reviewed with their own tax advisors the federal, state, and local tax
consequences of the transactions contemplated by this Agreement.  Employee is relying solely on such advisors
and not on any statements or representation of the Company or any of its
agents.  Employee understands that he
will be solely responsible for any tax liability that may result to him as a
result of the transactions contemplated by this Agreement.


(b)                                 The
Option, if exercised, will be exercised for investment and not with a view to
the sale or distribution of the Shares to be received upon exercise thereof.


10.                 The Plan.  The Option is granted pursuant to the Plan
and is governed by the terms thereof, which are incorporated herein by
reference.  In the event of any conflict
or inconsistency between the provisions of this Agreement and those of the
Plan, the provisions of the Plan shall govern and control.


11.                 Governing Law.  This Agreement, in its interpretation and
effect, shall be governed by the laws of the State of Minnesota applicable to
contracts executed and to be performed therein.


12.                 Further
Assurances.  Each party hereto agrees
to execute such further papers, agreements, assignments or documents of title
as may be necessary or desirable to affect the purposes of this Agreement and
carry out its provisions.


13.                 Entire
Agreement.  This Agreement and the
Plan embody the entire agreement made between the parties hereto with respect
to the matters covered herein and shall not be modified except by a writing
signed by the party to be charged.


14.                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
shall constitute but one and the same agreement.



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IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written
above.


	
  

  	
   

  	
  WPT ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , Employee

  
					



 



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