Exhibit
10.15


2003 INCENTIVE PLAN


STOCK OPTION AWARD AGREEMENT


FRIENDLY ICE CREAM CORPORATION


THIS
AGREEMENT, dated as of the 1st day of November, 2006 (the “Grant Date”) and
entered into by and between Friendly Ice Cream Corporation (the “Company”) and


                                         
(the “Participant”);


WITNESSETH THAT:


WHEREAS, the Company maintains the Friendly Ice Cream Corporation 2003
Incentive Plan (the “Plan”), which is incorporated into and forms a part of
this Agreement, for the benefit of employees of the Company and certain other
Related Companies; and


WHEREAS, the Board has awarded the Participant an Option Award under the
Plan;


NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant as follows:


1.             Award and Purchase
Price.  Subject to the terms of this
Agreement and the Plan, the Participant is hereby granted an option (the “Option”)
to purchase            shares
of Stock (the “Award”).  The price of
each share of Stock subject to the Option shall be $             .  The Option is not  intended
to constitute an “incentive stock option” as that term is used in Code section
422.


2.             Vesting.  The shares of Stock awarded hereunder shall
become exercisable in accordance with the following schedule:


 




	
  Vesting Date

  	
   

  	
  # Options Available for Exercise

  
	
   

  	
   

  	
   

  
	
  November 1, 2007

  	
   

  	
  33.4% of Award

  
	
  November 1, 2008

  	
   

  	
  33.3% of Award

  
	
  November 1, 2009

  	
   

  	
  33.3% of Award

  






 


Notwithstanding
the foregoing provisions of this paragraph 2, this Option may vest and become
immediately exercisable if the Participant’s Date of Termination occurs by
reason of death or Disability as determined by the Board in its sole
discretion.













 


3.             Expiration;
Forfeiture.  This Option shall expire
on the earliest to occur of:


(a)           the five-year
anniversary of the Grant Date;


(b)                                 if
the Participant’s Date of Termination occurs by reason of Retirement, the
three-year anniversary of such Date of Termination; or


(c)                                  if
the Participant’s Date of Termination occurs by reason of death, Disability, or
a reason other than Retirement, the one-year anniversary of such Date of
Termination.


which
shall be the “Expiration Date” for the Option (as that term is described in
subsection 2.6 of the Plan). 
Notwithstanding the foregoing provisions of this paragraph 3, except as
provided in paragraph 2 above, no portion of the Option shall be exercisable
after the Participant’s Date of Termination except to the extent that it is
exercisable as of the date immediately prior to the Participant’s Date of
Termination. Unvested Options shall be forfeited upon the Participant no longer
being classified as an Eligible Individual, however the Board, in the sole
discretion, may determine that forfeiture will not occur or may make a grant to
any participant who is no longer classified as an Eligible Individual.


4.             Method of Option
Exercise.  Any portion of the Option
that is exercisable may be exercised in whole or in part by filing a written
notice with the Clerk of the Company at its corporate headquarters, provided
that the notice is filed prior to the Expiration Date of the Option.  Such notice shall specify the number of
shares of Stock which the Participant elects to purchase, and shall be
accompanied by payment of the purchase price for such shares indicated by the
Participant’s election.  Payment shall be
by cash.


5.             Withholding.  All Awards and payments under this Agreement
are subject to withholding of all applicable taxes.  At the election of the Participant, and with
the consent of the Committee, such withholding obligations may be satisfied
through the surrender of Stock which the Participant already owns or to which
the Participant is otherwise entitled under the Plan; provided, however, that
previously-owned shares that have been held by the Participant less than six
months or Stock to which the Participant is entitled under the Plan may only be
used to satisfy the minimum tax withholding required by applicable law.


6.             Transferability.  This Option is not transferable except as
designated by the Participant by will or by the laws of descent and
distribution.


7.             Adjustment of
Option.  The number and type of
shares awarded pursuant to this Option, and the exercise price thereof, may be
adjusted by the Board in accordance with Section 4.4 of the Plan to reflect
certain corporate transactions, which affect the number, type or value of the
Stock.


8.             Change in Control.
Upon the occurrence of a Change in Control, this Option shall become
immediately exercisable.  A “Change in
Control” shall be deemed to occur on the earliest of the existence of one of
the following events:



 2
 









 


(a)                                  (i)
any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange
Act), other than one or more Permitted Holders (as defined below), is or
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 35% of the total voting
power of the Voting Stock (as defined below) of the Company and (ii) the
Permitted Holders “beneficially own” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, in the aggregate a lesser percentage
of the voting power of the Voting Stock of the Company than such other person
and do not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Board of Directors of the
Company;


(b)                                 individuals
who, as of the Plan’s effective date, constitute the Board (as of the date
hereof the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened “election contest” relating to the
election of the directors of the Company (as such term is used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act); or


(c)                                  approval
by the Company’s shareholders of a reorganization, merger or consolidation of
the Company, in each case, with respect to which all or substantially all of
the individuals and entities who were the respective beneficial owners of the
common stock and voting securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly and indirectly, more than
70% of, respectively, the then outstanding shares of common stock or the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation, or of
a complete liquidation or dissolution of the Company or of the sale or other
disposition of all or substantially all of the assets of the Company.



 3
 









 


For purposes of this paragraph 8, the term “Permitted Holders”
means Donald N. Smith, the Company’s then existing executive officers and their
respective affiliates.  The term “Voting
Stock” of the Company means all classes of capital stock of the Company then
outstanding and normally entitled to vote in the election of directors.


9.             Definitions.  Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.


10.           Administration.  The authority to manage and control the
operation and administration of the Plan and this Agreement shall be vested in
the Board of Directors of the Company, and the Board shall have all the powers
with respect to this Agreement as it has with respect to the Plan.  Any interpretation of the Agreement by the
Board and any decision made by it with respect to the Agreement is final and
binding on all persons.  The Board, in
its sole discretion, may delegate any or all of its authority under the Plan or
this Agreement to a committee of the Board and, to the extent so delegated,
references to the Board hereunder shall be deemed to refer such committee.


11.           Plan Governs.  The terms of this Agreement shall be subject
to the terms of the Plan, a copy of which may be obtained by the Participant
from the office of the Clerk of the Company.


12.           Amendment and
Termination.  The Board may at any
time amend or terminate the Plan, provided that no such amendment or
termination may materially adversely affect the rights of the Participant
awarded hereunder.


IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.


	
  

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAME

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRIENDLY ICE CREAM CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  GARRETT J. ULRICH

  
	
   

  	
   

  
	
   

  	
  IT’S VICE PRESIDENT, HUMAN
  RESOURCES

  
					



 



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