exv10w2



 





Exhibit 10.2




FORM OF STOCK OPTION AGREEMENT [FOR EMPLOYEES]





			
	To:	 	«First Name» «LastName»

	 
	Re:	 	Non-Qualified Stock Option

Midway Games Inc. 2005 Long-Term Incentive Plan





  This Award will evidence the grant to you on «Date» (the “Award Date”) by the Compensation
Committee of the Board of Directors of Midway Games Inc. (the “Company”) of an Option pursuant to
the Company’s 2005 Long-Term Incentive Plan (the “Plan”) to purchase up to «NumberofOptions»
(«numberofoptions2») shares (“Option Shares”) of the common stock, par value $.01 per share, of the
Company at a price of «exerciseprice» Dollars ($«exerciseprice2») per share and the terms and
conditions of such Award. Under applicable provisions of the Internal Revenue Code of 1986, as
amended, the Option is treated as a non-qualified stock option. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Plan.




     1. The Option is subject to the terms and conditions of this Agreement and of the Plan.



     2. As used in this Agreement, the Company, its subsidiaries and affiliates are collectively
referred to as the “Employer Group”.



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



     4. In consideration of the granting of this Option, and in addition to the Company’s rights
under any other similar provisions in the Plan, you agree you will not disclose, discuss, copy or
otherwise use or allow to be used, in any manner, in competition with or contrary to the interests
of any member of the Employer Group, the customer lists, product research, engineering data or
other trade secrets of any member of the Employer Group. Nothing in this Agreement or in the Plan
shall confer upon you any right to continue in the service of the Employer or any member of the
Employer Group or shall interfere with or restrict in any way the rights of any member of the
Employer Group, which are hereby expressly reserved.



     5. You acknowledge and agree 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 the Option. By the execution
hereof, you hereby agree to pay to the Company [or your Employer] all such amounts requested by the
Company to permit the Company to take any tax deduction available to it resulting from the exercise
of the 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.



     6. Subject to the restrictions and conditions under this Agreement and the Plan, the Option
may be exercised, from the respective dates set forth below with respect to the number of Option
Shares set forth opposite such date, until the expiration or termination of the Option:



	 	 	 
	Number of Option Shares	 	 
	Exercisable	 	Date Exercisable
	Up to 25% of Option

	 	First Award Date Anniversary
	Up to 50% of Option

	 	Second Award Date Anniversary
	Up to 75% of Option

	 	Third Award Date Anniversary
	Up to 100% of Option

	 	Fourth Award Date Anniversary






     7. The Option, to the extent not previously exercised or terminated, shall expire on the day
preceding the tenth anniversary of the Award Date.



     8. The Option may be exercised in whole or in part (but not as to fractional shares), to the
extent that the Option is then exercisable, subject to the restrictions and conditions under this
Agreement and the Plan, by delivering to the Company a written notice of exercise in the form
attached hereto as Exhibit A, together with payment in full in cash or cash equivalent
(which may be such person’s personal check) or, to the extent permitted by applicable law, in
shares of Stock already owned by such person (which shares shall be valued for such purpose on the
basis of their Fair Market Value on the date of exercise), or in any combination thereof; provided,
however, that payment in shares of Stock shall not be permitted unless the chief financial officer
of the Company determines that such payment will not require the Company to recognize a
compensation expense under applicable accounting rules. In the event of payment in shares of
Stock, such shares shall be appropriately endorsed for transfer to the Company. 



     9. (a) In the event that you cease your relationship with the Employer Group by voluntarily
terminating such relationship without the written consent of the Company, or if the Employer Group
shall terminate for cause such relationship, unless otherwise determined by the Committee, the
Option shall terminate forthwith.



          (b) If you voluntarily terminate your relationship with the Employer Group with the written
consent of the Employer Group, which written consent expressly sets forth a statement to the effect
that this Option, to the extent exercisable on the date of such termination shall remain
exercisable, or if your relationship with the Employer Group shall have been terminated by a member
of the Employer Group for reasons other than cause, unless otherwise determined by the Committee,
you may exercise this Option to the extent exercisable at the time of such termination, at any time
prior to the expiration of three months after such termination, but not later than the date of
expiration of the Option as fixed at the time of grant. This Option shall not be affected by any
change in the position of employment so long as you continue to be an employee, director,
consultant or adviser of the Employer Group.




 









 








          (c) Should you die during the existence of your relationship with the Employer Group, or after
the cessation of your employment with the Employer Group, unless otherwise determined by the
Committee, this Option shall terminate, except that to the extent exercisable at the time of such
death, it may be exercised within one year after the date of such death but not later than the
expiration of the Option solely in accordance with all of the terms and conditions of the Plan and
the Award by your personal representatives or by the person or persons to whom your rights under
the Option shall pass by will or by the applicable laws of descent and distribution.




          (d) In addition to the Forfeiture Events enumerated in Section 10(b) of the Plan, the
following shall also constitute Forfeiture Events and shall trigger the forfeitures specified in
Section 10(a) of the Plan: (i) You engage in conduct related to your service for which either
criminal or civil penalties against you may be sought, (ii) you violate any policies of the
Employer Group, including, but not limited to, the Company’s insider trading policy or
anti-harassment policies, or (iii) you participate in a hostile takeover attempt against the
Company.




          (e) Except as provided in this Section 9, if your relationship with the Employer Group shall
cease for any reason, you will not be entitled, and shall be deemed to have irrevocably waived any
entitlement, for compensation for loss of employment or any other compensation or benefit to
compensate you for the loss of any rights under the Plan or the Option.




     10. New options may be substituted for this Option, or the Company’s duties as to the Option
may be assumed by a corporation other than the Company, or by a parent or subsidiary of the Company
or such corporation, in connection with any merger, consolidation, acquisition, separation,
reorganization, liquidation or other similar corporate transaction in which the Company is
involved. Notwithstanding the foregoing or the other provisions of the Options, in the event such
corporation, or parent or subsidiary of the Company or such corporation, does not substitute new
option rights for, and substantially equivalent to, the Option or assume the Option, this Option
shall terminate and thereupon become null and void (i) upon dissolution or liquidation of the
Company, or similar occurrence, (ii) upon any merger, consolidation, acquisition, separation,
reorganization, or similar occurrence or (iii) upon a Change in Control, provided, however, that
you will have the right immediately prior to or concurrently with such dissolution, liquidation,
merger, consolidation, acquisition, separation, reorganization or Change in Control to exercise
this Option in full whether or not then exercisable.


  A “Change in Control” means (a) the acquisition by any person or group, other than Permitted
Holders, of substantially all the assets of the Company or more than 50% of the capital stock
having the right to vote for the election of the members of the Company’s Board of Directors or (b)
the consummation of a business combination involving the Company in which the holders of a majority
of the Company’s outstanding stock immediately prior to the consummation of the business
combination and any Permitted Holders cease to hold a majority of the outstanding capital stock
having the right to vote for the election of the members of the Board of Directors or equivalent
governing body of the surviving or resulting entity. For purposes of this definition, the
following are “Permitted Holders”: Sumner M. Redstone, members of his family, and National
Amusements, Inc. and any entities owned or controlled, directly or indirectly, by them.




 









 





     Kindly evidence your acceptance of the Option and your agreement to comply with the provisions
of this Agreement and of the Plan by executing a copy of this Agreement under the words “ACCEPTED
AND AGREED TO” and returning it 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 (the “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 stock option (the “Option”) granted to me on
«grantdate» under the terms of the Midway Games Inc. 2005 Long-Term Incentive Plan.



     I hereby certify that I am in compliance with the forfeiture provisions of the stock option
agreement dated as of «Date» between the Company and me.



     Enclosed is my check made payable to Midway Games Inc. in the amount of $___in payment of
the exercise price of the Shares and my check in the amount of $___also made payable to Midway
Games Inc. in payment of the tax due on such exercise.



     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»