Restricted Stock Agreement

RESTRICTED STOCK AGREEMENT


AGREEMENT, made and entered into this 18th day of August, 1999, by and between ACCLAIM ENTERTAINMENT, INC., a Delaware corporation with its principal offices at One Acclaim Plaza, Glen Cove, New York 11542-2708 (the "Company"), and William G. Sorenson ("Sorenson"), an individual with an address at 530 Monterey Avenue, Pelham Manor, New York 10803.


W I T N E S S E T H


WHEREAS, concurrently herewith, the Company and Sorenson are entering into an agreement (the "Employment Agreement") relating to Sorenson's employment by the Company;


WHEREAS, in connection with such employment, the Company has agreed to sell 100,000 shares of common stock, par value $0.02 per share (the "Common Stock"), of the Company to Sorenson and Sorenson desires to purchase the same from the Company.


NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements herein contained, the parties hereby agree as follows:


1. The Company hereby sells to Sorenson, and Sorenson hereby purchases from the Company, 100,000 shares of Common Stock (the "Restricted Shares") at a purchase price per share of $0.02 or a total purchase price of $2,000. Payment for the Restricted Shares shall be made by Sorenson to the Company simultaneously with the execution and delivery of this Agreement.


2. Except as other-wise specifically provided in this Agreement, Sorenson shall not sell, assign, transfer or otherwise dispose of, and shall not pledge or hypothecate, any or all of the Restricted Shares.


3. The restrictions set forth in Section 2 hereof (the "Stock Restrictions") shall terminate as follows:


(a) as to 33,333 of the Restricted Shares owned by Sorenson, on the
first anniversary of the date of this Agreement;


(b) as to an additional 33,333 of the Restricted Shares owned by
Sorenson, on the second anniversary of the date of this
Agreement; and


(c) as to the remaining 33,334 of the Restricted Shares owned by
Sorenson, on the third anniversary of the date of this Agreement.


4. Notwithstanding the provisions of Section 3 hereof, if Sorenson's service with the Company shall be terminated pursuant to the first sentence of Paragraph 8A of the Employment Agreement prior to the termination, in whole or in part, of the Stock Restrictions with respect to


his Restricted Shares, then, the Stock Restrictions which shall not have theretofore terminated with respect to such Restricted Shares shall forthwith terminate.


5. In the event Sorenson's service with the Company and its Subsidiaries shall terminate prior to the complete termination of the Stock Restrictions, then, except as otherwise provided in Section 4 hereof, the Stock Restrictions shall no longer terminate with respect to any Restricted Shares and Sorenson shall be obligated immediately to redeliver to the Company those Restricted Shares as to which the Stock Restrictions shall not have terminated and, as full consideration for such shares, the Company shall pay to Sorenson an amount equal to the purchase price per share paid by Sorenson for such Restricted Shares irrespective of the market value of such shares at the time of redelivery.


6. The Company shall cause each certificate for Restricted Shares to be issued in Sorenson's name and such shares shall be fully paid and nonassessable and free from preemptive rights. Each such certificate shall bear (i) a legend to the effect that the transferability of each such Restricted Share is restricted in accordance with the provisions of this Agreement and (ii) a legend to the effect that the securities represented by such certificate have not been registered under the Securities Act of 1933 (the "Securities Act") and that they may not be sold or transferred except in compliance with the registration requirements of the Securities Act or an exemption therefrom.


7. Sorenson represents and warrants to the Company that the Restricted Shares are being acquired by him solely for his own account and not with a view to, or for sale in connection with, the distribution thereof. Sorenson acknowledges that the sale of the Restricted Shares here ...