ex10-1.htm


    Exhibit
10.1

    


    MICHAEL
H. MAGUSIAK

    2010
EMPLOYMENT AGREEMENT

    


        This Michael
H. Magusiak 2010 Employment Agreement ( “Agreement”) is executed as of the 23rd
day of February, 2010, by and between MICHAEL H. MAGUSIAK (“Employee”) and CEC
ENTERTAINMENT, INC., a Kansas corporation (“Company”).

    


    RECITALS:

    


               WHEREAS,
Employee and the Company have heretofore entered into an agreement whereby
Employee is employed by the Company pursuant to certain terms and conditions;
and

    


               WHEREAS,
the Board of Directors of the Company (the “Board of Directors”) has offered
Employee continued employment in consideration for the compensation and the
other benefits hereinafter set forth, and Employee is willing to continue in the
employ of the Company on these terms;

    


               NOW,
THEREFORE, in consideration of the mutual promises hereinafter contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is agreed:

    


               1.           Current Employment
Agreement.  The Company and Employee heretofore entered into an
employment agreement dated March 29, 2005, which was amended by an amendment
dated December 17, 2007 (the “Current Employment Agreement”).  The
term of the Current Employment Agreement expires on the last day of the fiscal
year of the Company ending on or about December 31, 2010.  The Company
and Employee hereby agree and affirm that the Current Employment Agreement shall
be in full force and effect through February 23, 2010.

    


               2.           Term.  Following the
expiration of the Current Employment Agreement, the Company employs Employee and
Employee accepts employment from the Company upon the terms and conditions
specified in this Agreement.  Subject to the provisions regarding
termination set forth in Sections 16 and 17 hereof, the term of this Agreement
shall begin as of February 23, 2010 (the “Effective Date”) and shall terminate
on March 31, 2016 (the “Term”).

    


               3.           Basic Salary.  For services
rendered by Employee under this Agreement, the Company shall pay Employee the
“Basic Salary,” provided for in this Section 3, as follows:

    


        (a)    During the
Term of Employee’s employment under this Agreement, Employee shall receive as
Basic Salary the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00)
per year.  Payment of the Basic Salary shall be made at periodic
times, no less frequently than monthly, in accordance with the Company’s normal
payroll practices.  The Basic Salary may be increased in such amounts
and on such dates as the Compensation Committee of the Board of Directors (the
“Compensation Committee”) may determine from time to time.


    
      
         


      

      
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        (b)    The Basic
Salary provided for in this Section 3 shall be in addition to any other
compensation and/or benefits provided to Employee (i) pursuant to this Agreement
or (ii) otherwise at the discretion of the Compensation Committee, including,
but not limited to, the annual bonus opportunity available to support center
employees and officers of the Company at a level commensurate with his position
as President and Chief Executive Officer of the Company.

     

        4.         
 Restricted Stock
Grants.  During the Term of this Agreement, Employee shall be
entitled to receive grants of Common Stock, par value $ .10 per share (“Common
Stock”) of the Company pursuant to restricted stock or restricted stock unit
awards (“Restricted Stock Awards”) in accordance with the terms of the Company’s
Second Amended and Restated 2004 Restricted Stock Plan or any sucessor plan (the
“Restricted Stock Plan”) in such number of shares and under such terms as may be
determined by the Compensation Committee, in accordance with the terms of the
Restricted Stock Plan.

     

        5.          
Deferred
Compensation.  Upon the earlier of (i) the date the Company
terminates Employee’s employment for any reason, (ii) the end of the Term of
this Agreement, (iii) the date Employee and the Company agree to terminate
Employee’s employment due to a “Significant Medical Condition” (as hereinafter
defined), or (iv) a “Change of Control” (as hereinafter defined), Employee shall
be entitled to receive the sum of $250,000.00.  Said amount shall be
paid to Employee (or his estate, if applicable) in cash in 10 equal
installments, without interest, with the first such installment being paid
within five (5) business days of his date of employment termination and each
subsequent installment being paid on the anniversary of his date of employment
termination.  If Employee voluntarily terminates his employment with
the Company for any reason (other than due to a Significant Medical Condition as
provided above) prior to a Change of Control, then Employee shall be entitled to
receive an amount equal to $250,000 multiplied by a fraction whose numerator is
the number of calendar days from the commencement of the Term of this Agreement
to the date of such employment termination, and whose denominator is the total
number of calendar days of the Term of this Agreement.  Said amount
shall be paid to Employee in cash in $25,000 installments, without interest,
with the first such installment being paid within five (5) business days of his
date of employment termination and each subsequent installment of $25,000, or if
less the remaining amount owed under this paragraph, being paid on the
anniversary of his date of employment termination.

    


    For all
purposes of this Agreement, the date of Employee’s employment termination shall
be the date of Employee’s “separation from service,” as defined in Section 409A
of the Internal Revenue Code of 1986, as amended, (the “Code”) and the
regulations issued thereunder.

    


    For
purposes of this Agreement, “Significant Medical Condition” means a major
medical event involving Employee that causes Employee and the Board of Directors
of the Company mutually to agree that Employee should no longer be employed by
the Company.

     

        6.          
Severance Pay and Vesting of Restricted
Stock.

     

        (a)           If
the Company terminates the employment of Employee during the Term of this
Agreement for any reason other than for Cause (as hereinafter defined) or
pursuant to Section 17, 


    
      
        
           


        

        
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    the
Company shall pay Employee severance pay in the amount of Two Million Dollars
($2,000,000.00).  Such severance pay shall be paid to Employee in cash
in a lump sum within five (5) business days of his date of employment
termination.

     

        (b)           If
Company terminates Employee’s employment for any reason (including death or
disability), if Employee's employment is terminated due to a Significant Medical
Condition during the Term of this Agreement or if there is a Change of Control,
any Restricted Stock Awards granted to Employee pursuant to the Restricted Stock
Plan as provided in Section 4 that otherwise are not vested shall become
immediately vested at Employee’s termination of employment if they were granted
at least one year prior to Employee’s termination of employment, subject to any
requirements of the Restricted Stock Plan and satisfaction of any applicable
performance-based criteria.

       

        (c)           For
purposes of this Agreement, “Cause” shall mean (a) Employee’s conviction of, or
entry by Employee of a guilty plea to, a felony involving dishonesty or theft
under any laws of the U.S. or any state thereof, (b) Employee’s conduct that
amounts to fraud or embezzlement against the Company (intending to result in
personal enrichment and constituting a criminal offense for which Employee is
convicted or enters a guilty plea), (c) Employee’s willful breach of the
provisions of Section 11 of this Agreement.  For purposes of clause
(c) of this definition, no act, or failure to act, on Employee’s part shall be
deemed “willful” unless done, or omitted to be done, by Employee not in good
faith and without reasonable belief that Employee’s act, or failure to act, was
in the best interests of the Company.  Notwithstanding the foregoing,
Employee shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered to him a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters (3/4) of the entire
authorized membership of the Board of Directors at a meeting of the Board of
Directors called and held for that purpose (after reasonable notice to Employee
and an opportunity for Employee, together with counsel, to be heard before the
Board of Directors), finding that in the good faith opinion of the Board of
Directors Employee was guilty of conduct set forth above in clause (a), (b) or
(c)  of the first sentence of this definition, and specifying the
particulars thereof in detail.

     

        7.      Change of Control.

    


    If,
following a “Change of Control” and during the Term of this Agreement, the
Company terminates Employee’s employment for any reason or Employee voluntarily
terminates his employment with the Company within one year after such Change of
Control, then the Company shall pay Employee in cash in a lump sum the amount of
Three Million Dollars ($3,000,000.00) within five (5) business days of the date
of Employee's termination of employment.

    


    If
Company terminates Employee’s employment for any reason prior to the date on
which a Change of Control occurs (whether or not the Change of Control ever
occurs), and such termination either (1) was at the request or direction of a
person who has entered into an agreement with the Company, the consummation of
which would constitute a Change of Control, or (2) was otherwise in connection
with or in anticipation of a Change of Control (whether or not

    
      
         


      

      
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the Change of Control ever occurs), then for all
purposes hereof, such termination shall be deemed to have occurred immediately
following a Change of Control.


    For
purposes of this Agreement, a “Change of Control” means any of the following:
(i) any consolidation, merger or share exchange of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Company’s common stock would be converted into cash, securities or
other property, other than a consolidation, merger or share exchange of the
Company in which the holders of the Company’s common stock immediately prior to
such transaction have the same proportionate ownership of common stock of the
surviving corporation immediately after such transaction; (ii) any sale,
lease, exchange or other transfer (excluding transfer by way of pledge or
hypothecation) in one transaction or a series of related transactions, of all or
substantially all of the assets of the Company; (iii) the stockholders of
the Company approve any plan or proposal for the liquidation or dissolution of
the Company; (iv) the cessation of control (by virtue of their not
constituting a majority of directors) of the Board of Directors by the
individuals (the “Continuing Directors”) who were members of the Board of
Directors for the immediately preceding two (2) years (unless the election,
or the nomination for election by the Company’s stockholders, of each new
director was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of such a
period); (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and any
successor statute) of an aggregate of 30% of the voting power of the Company’s
outstanding voting securities by any person or group (as such term is used in
Rule 13d-5 under the Securities Exchange Act of 1934, as amended, and any
successor statute) who beneficially owned less than 15% of the voting power of
the Company’s outstanding voting securities on the effective date of the
Company’s Restricted Stock Plan, or the acquisition of beneficial ownership of
an additional 15% of the voting power of the Company’s outstanding voting
securities by any person or group who beneficially owned at least 15% of the
voting power of the Company’s outstanding voting securities on the effective
date of the Company’s Restricted Stock Plan, provided, however, that
notwithstanding the foregoing, an acquisition shall not constitute a Change of
Control hereunder if the acquirer is (A) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company and acting in
such capacity, (B) a subsidiary of the Company or a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of voting securities of the Company or
(C) any other person whose acquisition of shares of voting securities is
approved in advance by a majority of the Continuing Directors; or (vi) in a
Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion
of a case involving the Company to a case under Chapter 7.

    


               8.           Expenses.  Subject to the
rules and procedures the Company may specify from time to time, the Company
shall reimburse Employee for all reasonable business expenses incurred by
Employee on behalf of the Company during the Term of this Agreement and as
identified in the Company’s rules and procedures regarding reimbursement of
business expenses, which are incorporated herein by reference.  The
amount of expenses eligible for reimbursement during a calendar year shall not
affect the expenses eligible for reimbursement in any other calendar
year.  Reimbursement of eligible expenses shall be made on or before
the last day of the calendar year following the calendar year in which the
expenses were incurred.

    


              

      
        
           


        

        
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        9.         Automobile.  Employer shall
pay to Employee the sum of Two Thousand Dollars ($2,000.00) per month (subject
to adjustment from time to time in direct proportion to generally applicable
adjustments by the Company to its automobile allowances) to reimburse Employee
for the use of Employee’s automobile in the performance of his duties under this
Agreement, and the Company shall further pay directly or by reimbursement to
Employee One Thousand Dollars ($1,000.00) annually, or such other amount as the
Company and Employee may from time to time agree, toward the premiums upon a
policy of collision and liability insurance covering such
automobile.  Payment or reimbursement of such insurance premiums
during the Term of this Agreement shall be made on or before the last day of the
calendar year following the calendar year in which the premiums are due, and
such payment or reimbursement during a calendar year shall not affect the
premiums eligible for payment or reimbursement in any other calendar
year.  All other cost and expenses incurred in the operation and
maintenance of Employee’s automobile, including but not limited to the cost of
all fuel, oil, maintenance and repairs, shall be paid solely by
Employee.

    


               10.         Duties of Employee.  In
accepting continued employment by the Company, Employee agrees to continue the
responsibility, subject to the general direction and control of the Board of
Directors, of performing for and on behalf of the Company the duties of
President and Chief Executive Officer of the Company, including formulation of
the policies and administration of the Company’s affairs, and such other duties
as are normally associated with and inherent in such
capacity.  Employee shall have authority to hire the staff necessary
to accomplish the Company’s goals.  In addition, if requested,
Employee shall serve as Chairman of the Board of Directors, without additional
compensation, and Employee shall serve as an employee, officer and/or director
of any affiliates of the Company without additional compensation, although such
affiliates may assume some or all of the payments due to Employee
hereunder.

    


               11.         Exclusive Service.  Employee
shall devote substantially his full time and attention to rendering services to
the Company, provided that Employee may make and manage his personal passive
investments.  During the Term of this Agreement, other than as an
employee, officer and/or director of an affiliate of the Company, Employee shall
not be employed by any other person or engage in any other business or
occupation; provided that Employee may engage in the business of making and
managing his personal passive investments.

    


               12.         Medical and Disability
Insurance.  The Company shall provide Employee and his family
with insurance coverage and/or cost reimbursement benefits which provide for
100% of the health, medical, hospitalization, prescription drug and dental costs
and expenses incurred by or on behalf of Employee and his Family, whether
through existing insurance and/or reimbursement plans covering the Company’s
employees or if only a portion of the benefit coverage described above can be
provided through such existing insurance and/or reimbursement plans, the Company
shall have the obligation to provide the remaining portion through special plans
relating specifically to Employee, including plans requiring the Company to
provide all or part of the remaining portion. To the extent provision of such
insurance coverage or cost reimbursement benefits during the Term of this
Agreement are taxable to Employee, the provision of such in-kind benefits during
a calendar year shall not affect the in-kind benefits to be provided in any
other calendar year, unless the insurance coverage or cost reimbursement


      
        
           


        

        
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    benefits
provide for a limit on the amount of expenses that may be reimbursed under such
arrangement over some or all of the period in which such arrangement remains in
effect.  To the extent the Company directly provides to Employee any
cost reimbursement benefits, payment of such benefits shall be made on or before
the last day of the calendar year following the calendar year in which such
costs are incurred. For purposes of this Agreement, Employee’s “Family” shall
include his spouse, as well as his children until such time that his children
are no longer eligible for coverage under the health insurance plans covering
the Company’s employees or until they become covered under a policy or plan
provided by their employer which provides substantially similar coverage and
benefits.

    


               The
Company shall also take the necessary action to (a) include Employee under a
Company sponsored disability plan for executives, (b) acquire a specific
disability insurance policy for Employee and/or (c) assist Employee in acquiring
or paying for a disability plan or insurance policy, which action results in
Employee having coverage providing total disability income benefits of at least
50% of Employee’s Basic Salary which benefits will be payable if Employee became
disabled until he attains age 65. To the extent the Company provides such
disability insurance coverage during the Term of this Agreement, the provision
of such in-kind benefits during a calendar year shall not affect the in-kind
benefits to be provided, in any other calendar year.  To the extent
the Company reimburses Employee or pays on Employee’s behalf for such disability
insurance coverage, payment or reimbursement  of such insurance
premiums shall be made on or before the last day of the calendar year following
the calendar year in which the premiums are due, and such payment or
reimbursement during a calendar year shall not affect the premiums eligible for
payment or reimbursement in any other calendar year.  If only a
portion of the disability income benefits described above can be provided by
insurance policies or plans, the Company shall have the obligation to provide
the remaining portion.  To the extent the Company directly provides
any disability income benefits which can only be provided in part by insurance
policies or plans, the payment of said benefits shall be made monthly only upon
a disability as defined in said insurance policies or plans, provided that the
definition of disability applied under such disability insurance policies or
plans otherwise complies with the requirements of Section 1.409A-3(i)(4) of the
Final Regulations under Section 409A of the Code.

    


               13.         Continuation of Medical Benefit
Coverage.

     

        (a)           If
the Company terminates Employee’s employment for any reason, including a
termination due to the expiration of the Term of this Agreement, or if
Employee's employment is terminated due to a Significant Medical Condition, or
if Employee dies or becomes disabled before the expiration of the Term of this
Agreement, or if a Change of Control occurs, the Company shall provide Employee
and his Family the health, medical, hospitalization, prescription drug and
dental insurance coverage and/or cost reimbursement benefits set forth in
Section 12 hereof, for a period not to exceed the earlier of (i) ten (10) years
from the date of termination of employment (or death, disability or Significant
Medical Condition) or (ii) the date on which Employee and his Family become
covered under a policy or plan paid for by a new employer of Employee providing
substantially similar coverage and benefits.

    



    
      
         


      

      
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          (b)           If
Employee terminates his employment for any reason, other than due to a
Significant Medical Condition, then the Company shall provide Employee and his
Family the health, medical, hospitalization, prescription drug and dental
insurance coverage and/or cost reimbursement benefits set forth in Section 12
hereof, for a period not to exceed the earlier of (i) a number of years
from the date of such termination of employment equal to the sum of (A) five (5)
years, plus (B) five (5) years multiplied by a fraction whose numerator is the
number of calendar days from the commencement of the Term of this Agreement to
the date of such employment termination, and whose denominator is the total
number of calendar days of the Term of this Agreement, or (ii) the date on which
Employee and his Family become covered under a policy or plan paid for by a new
employer of Employee providing substantially similar coverage and
benefits.

    

    


        (c)           In
the event Employee’s employment terminates and this Section 13 becomes
effective, and thereafter Employee dies while the benefits provided herein are
still in effect, such benefits shall continue for Employee’s Family until (i)
ten (10) years have passed following his termination of employment or disability
if employment terminated in accordance with (a) above, or (ii) (A) five (5)
years, plus (B) five (5) years multiplied by a fraction whose numerator is the
number of calendar days from the commencement of the Term of this Agreement to
the date of such employment termination, and whose denominator is the total
number of calendar days of the Term of this Agreement, have passed from the date
of termination of employment if employment terminated in accordance with (b)
above.  The benefits set forth under this Section 13 shall be provided
in addition to any other payments, benefits or compensation, if any, to which
Employee, his estate of his designated beneficiary is entitled due to his
termination of employment as set forth in this Agreement.  To the
extent provision of such insurance coverage or cost reimbursement benefits are
taxable to Employee and/or his Family and the provision of such benefits extend
beyond the applicable period of time during which Employee would be entitled (or
would, but for this Agreement, be entitled) to continuation coverage under the
Company’s group health plan pursuant to Section 4980B of the Code ( the “COBRA
period”), (i) the provision of such in-kind benefits during a calendar year
shall not affect the in-kind benefits to be provided in any other calendar year,
unless the insurance coverage or cost reimbursement benefits provide for a limit
on the amount of expenses that may be reimbursed under such arrangement over
some or all of the period in which such arrangement remains in effect, and (ii)
to the extent the Company directly provides to Employee any cost reimbursement
benefits, payment of such benefits shall be made on or before the last day of
the calendar year following the calendar year in which such costs are
incurred.

    


               14.          Life Insurance.  The Company
shall maintain and pay the premiums on one or more life insurance policies on
Employee’s life, which may include insurance on Employee’s life under any group
term life insurance plan maintained from time to time by the Company for its
employees.  The aggregate face amount(s) of such policy or policies
shall be at least Five Hundred Thousand Dollars ($500,000.00).  To the
extent provision of such insurance coverage during the Term of this Agreement is
taxable to Employee, the provision of such in-kind benefits during a calendar
year shall not affect the in-kind benefits to be provided in any other calendar
year.

    


               


    
      
        
           


        

        
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        Any policy of
insurance or certificate of insurance under a group term policy maintained by
the Company to provide the death benefits described pursuant to this Section 14
shall be owned by the Company, and Employee (or his assignee) shall have the
sole right to designate the beneficiary or beneficiaries of the proceeds payable
thereunder upon the death of Employee.

     

               15.          Vacation and Days
Off.  Employee may take reasonable vacations and days off
agreeable to the Company and Employee; provided, however, that Employee shall be
entitled to at least five (5) weeks of paid vacation per calendar year, which
Employee may use at any time during each year, and to the extent not used,
during a subsequent calendar year.

       

        16.         Termination After
Notice.  Either Employee or the Company may terminate the
employment of Employee at any time during the Term of this Agreement upon at
least ninety (90) calendar days’ prior written notice, and for the purposes of
said Section 18, except as otherwise provided in Section 7, the “Termination
Date” shall be the effective date of termination set forth in the ninety (90)
calendar days prior written notice referred to in the preceding sentence, but in
no event shall said effective date of termination be later than one hundred
twenty (120) calendar days following the giving of such written
notice.

     

        17.        Termination Upon Death, Disability or
Significant Medical Condition.

    


               (a)          Upon
the termination of Employee’s employment due to the death of Employee, the
Company shall pay to the estate of Employee certain compensation that otherwise
would have been payable to Employee, as provided in Section 18 hereof, and for
the purposes of said section, the “Termination Date” shall be the date of
Employee’s death.  Employee shall not be entitled to the severance
payment described in Section 6 if his employment is terminated by death;
provided, however, if the ninety (90) calendar days prior written notice of
termination has been given by the Company, as described in Section 16, but
Employee dies prior to the effective date of termination set forth in said
notice and Employee otherwise would have been entitled to the severance payment
in accordance with Section 6(a) had he survived, then his estate shall be paid
such severance payment.

    


               (b)         
(i)           During any
period of disability, illness or incapacity during the Term of this Agreement,
which renders Employee temporarily unable to perform the services required under
this Agreement, Employee shall continue to receive the compensation payable
under this Agreement.  Employee’s employment under this Agreement may
be terminated as provided below upon Employee’s permanent disability (as defined
below).

     

         
(ii)           Employee
shall be deemed to have suffered “permanent disability” if Employee is unable by
reason of any medically determined physical or mental impairment to perform the
duties required of him under this Agreement for a period of one hundred eighty
(180) consecutive calendar days in any twelve-month period.  Periods
of disability arising from unrelated causes shall not be
combined.  Upon a determination of permanent disability, the Board of
Directors may terminate Employee’s employment upon thirty (30) calendar days’
prior written notice.  In the event of such termination,
the

     

          

      
        
           


        

        
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      (iii)           Company
shall pay to Employee certain compensation that would otherwise have been
payable to Employee, as provided in Section 18, and for the purposes of said
Section, the “Termination Date” shall be the effective date of termination
following the Company’s notice under the preceding sentence, but Employee shall
not be entitled to the severance payment described in Section 6 in such event of
termination.

     

        (c)         Upon
the termination of Employee’s employment due to a Significant Medical Condition,
the Company shall pay to Employee certain compensation that would otherwise have
been payable to Employee, as provided in Section 18 hereof, and for the purposes
of said section, the “Termination Date” shall be the date mutually agreed upon
by Employee and the Board of Directors as the date of termination of Employee’s
employment.  Employee shall not be entitled to the severance payment
described in Section 6 if his employment is terminated due to a Significant
Medical Condition; provided, however, if the ninety (90) calendar days prior
written notice of termination has been given by the Company, as described in
Section 16, but Employee incurs a Significant Medical Condition prior to the
effective date of termination set forth in said notice and Employee otherwise
would have been entitled to the severance payment in accordance with Section
6(a), then Employee shall be paid such severance payment.

     

        18.        Payments Due Upon Termination of Employee’s
Employment.

     

        (a)         In
the event of termination of Employee’s employment under this Agreement pursuant
to Sections 16 or 17 hereof, the Company shall pay Employee or his estate, as
the case may be, the following payments or other items of compensation, for
which purpose the “Termination Date” shall be the Termination Date specified in
Sections 7, 16 or 17 hereof, whichever is applicable:

     

         (i)           Basic
Salary that would otherwise have been payable to Employee under Section 3(a)
hereof through the Termination Date;

     

         
(ii)           all
payments, if any, payable pursuant to Sections 5, 6 and 7 hereof.

     

        (b)           Notwithstanding
any provisions of this Agreement to the contrary, to the extent (i) any payments
to which Employee becomes entitled under this Agreement, constitute deferred
compensation subject to Section 409A of the Code, and (ii) Employee is deemed at
the time of such termination of employment to be a "specified employee" as
defined in §1.409A-1(i) of the Final Treasury Regulations under Code Section
409A, or any successor provision thereto, then such payment or payments shall
not be made or commence until the earliest of the expiration of the six (6)
month period measured from the date of Employee's termination of employment (or,
if earlier, the date of death of Employee).

    


           

      
        
           


        

        
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    19.        Waiver of Breach.  The
waiver by the Company of a breach of any of the provisions of this Agreement by
Employee shall not be construed as a waiver of any subsequent breach of
Employee.

      


                 20.         Binding Effect:
Assignment.  The rights and obligations of the Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company, whether by reason of merger,
consolidation, acquisition or other business combination, or
otherwise.  This Agreement is a personal employment contract that may
not be sold, assigned, transferred or pledged as collateral by
Employee.



               21.         Invalid Provisions.  It is
understood and agreed that in the event any paragraph, provision or clause of
this Agreement or any combination thereof is found to be unenforceable at law,
in equity, or under any presently existing or hereafter enacted legislation,
regulation or order of the United States, any state of subdivision thereof or
any municipality, those findings shall not in any way affect the other
paragraphs, provisions or clauses in this Agreement, which shall continue in
full force and effect.

    


               22.         Performance.  This Agreement
shall be performed in Dallas, County, Texas.

    


               23.         Governing Law.  This
Agreement shall be construed and enforced in accordance with the laws of the
State of Texas.

    


               24.         Entire Agreement.  This
Agreement contains the entire agreement of the parties and supersedes all prior
agreements and understandings, oral or written, with respect to the subject
matter hereof, except to the extent that provisions of the Current Employment
Agreement are expressly stated herein to be effective.  This Agreement
may be changed only by an agreement in writing signed by the party against whom
any waiver, change, amendment, modification or discharge is sought.

    


               25.         Headings.  The headings
contained in this Agreement are for reference purposed only and shall not affect
the meaning or interpretation of this Agreement.

    


               26.         Notice.  Any notice required
or permitted to be given under this Agreement to the Company shall be sufficient
if in writing and if sent by certified or registered mail, first class, return
receipt requested, to the registered office of the Company.  Any
notice required or permitted to be given under this Agreement to Employee shall
be sufficient if in writing and if sent by certified or registered mail, first
class, return receipt requested to Employee at his last known
address.  Employee shall be solely responsible for notifying the
Company of his address on the date of this Agreement and all subsequent changes
of address.

     

        27.        Gender.  When the context in
which words are used in this Agreement indicate that such is the intent, words
in the singular number shall include the plural and vice versa and words in the
masculine gender shall include the feminine and neuter genders and vice
versa.

    
      
        
           


        

        
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               IN
WITNESS WHEREOF, the parties have executed this Agreement, effective as of the
date and year first above written.

    


    


    
       

      
        	 	
                 COMPANY:

                 

                 

              
	 	
                 CEC
      ENTERTAINMENT, INC.

                 

                 

              
	 	 By: /s/
      Richard M. Frank
	 	 Richard M.
      Frank
	 	 Executive
      Chairman
	 	  

                EMPLOYEE:

              
	 	 /s/ Michael H.
      Magusiak
	 	 Michael H.
      Magusiak


      

       

    

    
       



             


    


    


     

               



     


    
      
         


      

      
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