Exhibit
10.22


FRIENDLY ICE CREAM
CORPORATION

ANNUAL INCENTIVE PLAN

FOR OFFICERS OF THE 

CORPORATE AND COMPANY RESTAURANTS GROUP 


	
  1.

  	
   

  	
  DEFINITIONS:

  	
   

  	
  The following terms shall have
  the meanings set forth in this section:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AIP:

  	
   

  	
  The Annual Incentive Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Board of Directors:

  	
   

  	
  The Board of Directors of
  Friendly Ice Cream Corporation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bonus Year:

  	
   

  	
  The Bonus Year is the fiscal
  year 2006.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Company:

  	
   

  	
  The Company is Friendly Ice
  Cream Corporation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Eligible Employee:

  	
   

  	
  Eligible Employees are
  Officers in both the Corporate and Company Restaurants groups, and others of
  the Company as so designated by the Review Committee and must be in good
  standing and employed in an approved AIP position on the bonus payment date.
  An employee in good standing is that which has a current performance rating
  of at least “Meets Standard”, is not currently on probation, and has not
  received a disciplinary warning notice or letter during the current bonus
  period and up through the bonus payment date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Corporate Operating EBITDA
  Target:

  	
   

  	
  The Earnings Before Bonus
  Expense, Interest, Taxes, Depreciation, and Amortization Target of the
  Company as identified in the operating plan approved by the Board of
  Directors, or Compensation Committee, if so designated, for the Bonus Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Company Operating Restaurants
  EBITDA Target:

  	
   

  	
  The Earnings Before Bonus
  Expense, Interest, Taxes, Depreciation, and Amortization Target of the
  Company Restaurants Group as identified in the operating plan approved by the
  Board of Directors, or Compensation Committee, if so designated, for the
  Bonus Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participating Officer:

  	
   

  	
  A Participating Officer is an
  Eligible Employee who is also an Officer of the Company approved by the
  Review Committee to participate in the plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Qualified Base Salary:

  	
   

  	
  The Qualified Base Salary is
  the base salary earned during the Bonus Year. Generally, this is W-2 earnings
  less executive match, incentive awards and other non-salary payments.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Review Committee:

  	
   

  	
  The Review Committee consists
  of the CEO and President, Executive Vice President of Administration and CFO,
  and the Vice President, Human Resources.

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 













 


	
  2.

  	
   

  	
  PURPOSE:

  	
   

  	
  To provide additional
  incentive to Eligible Employees that is directly tied to the results of the
  Corporate and the Company Restaurants Groups and individual results.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CORPORATE FINANCIAL
  PERFORMANCE FACTOR:

  	
   

  	
  The Corporate Financial
  Performance Factor is a function of the Corporate Operating EBITDA Target.
  The relationship between levels of achievement and company performance
  results is contained in a schedule developed each year based on the business
  plan approved by the Board of Directors or Compensation Committee, if so
  designated. The schedule identifies the minimum acceptable performance which
  will generate incentive funds and scales upward to a maximum level. There is
  also a maximum level of performance for results over which there would be no
  additional incentive earned.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  COMPANY RESTAURANTS FINANCIAL
  PERFORMANCE FACTOR:

  	
   

  	
  The Company Restaurants
  Financial Performance Factor is a function of the Company Restaurants’
  Operating EBITDA Target. The relationship between levels of achievement and
  the Company Restaurants group’s performance results is contained in the
  schedule developed each year based on the business plan approved by the Board
  of Directors or Compensation Committee, if so designated. The schedule
  identifies the minimum acceptable performance which will generate incentive
  funds and scales upward to a maximum level. There is also a maximum level of
  performance for results over which there would be no additional incentive
  earned.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  OFFICER AIP PERFORMANCE
  OBJECTIVE FACTOR:

  	
   

  	
  The Officer AIP Performance
  Objective Factor is a function of the results achieved by the Participating
  Officer against specific, previously set, individual business objectives. In
  order for a bonus to be paid under this factor, the minimum acceptable
  performance level of the Company Restaurants Financial Performance Factor
  must be met. The Participating Officer’s manager is responsible for
  evaluating performance against the individual objectives and determining the
  percentage of bonus earned. There is also a maximum level of performance for
  results over which there would be no additional incentive earned.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  TARGET BONUS PERCENTAGE:

  	
   

  	
  The Review Committee, in its
  sole discretion approves the individual Target Bonus Percentage.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  BONUS AWARD FACTOR:

  	
   

  	
  The Bonus Award Factor is
  determined by multiplying the Qualified Base Salary of the Participating
  Officer times the Target Bonus Percentage for such Participating Officer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  BONUS AMOUNT:

  	
   

  	
  The Bonus Amount is determined
  by multiplying the Bonus Award Factor by the Corporate Financial Performance
  Factor, the Company Restaurants Financial Performance Factor, and the Officer
  AIP Performance Objective Factor. Bonus generated based on the Officer AIP
  Performance Objective Factor will not be earned or paid unless the minimum
  Company Restaurants Operating EBITDA Target is met.

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  9.

  	
   

  	
  CONDITIONS PRECEDENT TO ANY
  BONUS TO ANY PARTICIPATING EMPLOYEE:

  	
   

  	
  Approval by the Board of
  Directors or Compensation Committee, if so designated, in its sole and
  exclusive discretion, of the actual Bonus Award for each Officer and the
  total pool to be awarded. If approved, bonuses will generally be paid on or
  before March 31, 2007.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  ADMINISTRATION OF AIP:

  	
   

  	
  The Review Committee shall
  administer the AIP. Any and all disputes or disagreements arising under the
  AIP shall be presented to the Review Committee. The decision of the Review
  Committee shall be final.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  MODIFICATION OR TERMINATION OF
  AIP AND PARTICIPATION:

  	
   

  	
  The AIP does not constitute a
  contract of employment or an unconditional promise of payment. Participation
  by an Eligible Employee in any one Bonus Year does not confer an unqualified
  right to participate in succeeding Bonus Years regardless of a modification,
  or absence thereof, in grade, salary, position or responsibility. The AIP is
  subject to modification, termination and annual renewal by the Board of
  Directors or the Compensation Committee, if so designated, in its sole
  discretion, without any notice to Participating Officers or other
  participants.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  DISABILITY, DEATH AND
  RETIREMENT:

  	
   

  	
  Participating Officers who are
  disabled, die or retire during any Bonus Year may receive a pro rata bonus
  for the period during which such Participating Officer was actively employed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  MISCELLANEOUS:

  	
   

  	
  The Review Committee, the
  Board of Directors, Compensation Committee, the Company, and its officers and
  employees shall not be liable for any action taken in good faith in
  administering and interpreting the AIP.

   

  The payment you receive will
  be subject to appropriate statutory wage deductions and such other deductions
  normally made for employees of Friendly’s. In addition, any financial
  obligation you have to Friendly’s can be deducted.

   

  The Board of Directors or the
  Compensation Committee if so designated, in its sole discretion, may modify,
  including, but not limited to, increasing or decreasing either of the
  Financial Performance Factor Targets or the Officer AIP Performance Objective
  Factor at any time during the Bonus Year.

  



 



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