**Exhibit10.2**

**FriendlyIce Cream Corporation**

**2003Incentive Plan**

**LongTerm Incentive Plan - 2007**

**RestrictedStock Unit Award Agreement**

*NAME*
| Grant Date:  February 28, 2007 |   |   |
|-------------------------------------|--------|--------|
|                                |   |   |

 

**Restricted Stock Unit Grant**

1.            **Grant**.  This Agreement evidences the Restricted StockUnit Award Agreement (the “Agreement”) granted to NAME (the “Grantee”) by theCompensation Committee (“Committee”) of the Board of Directors of Friendly IceCream Corporation (“Company”).  The termsof this Agreement are subject to the terms hereof, the Friendly Ice CreamCorporation 2003 Incentive Plan, as amended (“Plan”), and any rules andprocedures adopted by the Committee. Terms not defined herein shall have the meaning set forth in the Plan.

2.            **Restricted Stock Units**.  Pursuant to this Agreement, the Grantee iseligible to receive a certain number of shares of Friendly Ice CreamCorporation common stock, par value $0.01 per share (“Common Stock”),calculated in accordance with the terms hereof.  If the Company meets or exceeds the thresholdEBITDA target for fiscal 2007 set forth on Exhibit A (the “2007Threshold EBITDA”), then the Grantee will receive an award payable in shares ofCommon Stock having a specified value based on the Company’s Actual EBITDA forfiscal 2007 compared to projected EBITDA for fiscal 2007 (the “Award Value”)and a percentage of the Grantee’s target award. In the event of a Change in Control (as defined in the Plan) prior tothe Committee’s determination of the Award Value, then the 2007 ThresholdEBITDA shall be deemed to have been achieved and the Award Value shall bedeemed to be equal to the 2007 Target EBITDA as set forth on Exhibit A.

The number of shares of Common Stock to be issued tothe Grantee, if any, will be calculated by dividing the Award Value by 90% ofthe closing price of the Company’s Common Stock on the date of grant  as reported by the American Stock Exchange(or such other exchange on which the Company’s Common Stock is traded) (the “AwardShares”).

The Award Value will be determined, and the date ofgrant of any Award Shares will occur, upon the earlier of (i) the date of theCommittee’s first regularly scheduled meeting held after the completion of theCompany’s independent audit and the Audit Committee recommendation to includethe Company’s audited financial statements in the Company’s Annual Report onForm 10-K or (ii) immediately prior to the consummation of a Change in Controlof the Company (the “Issue Date”).

If Award Shares are issued to the Grantee, then 25% ofsuch Award Shares will be fully vested and transferable on the Issue Date andthe remaining 75% of the Award Shares will vest in three equal installments on each of the three anniversaries (i.e., 25%each year) following issuance if the Grantee remains employed by theCompany or its affiliates on each such anniversary date of the Issue Date inaccordance with the terms of a Restricted Stock Agreement in the form attachedas Exhibit B hereto to be executed on the Issue Date; provided, however,that notwithstanding the foregoing, upon the occurrence of a Change in Control,as provided in the Plan, all Award Shares shall be fully vested on the IssueDate.

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3.            **Termination of Agreement**.  If the Grantee’s employment with the Companyor one of its affiliates is terminated due to death, disability, retirement,involuntary (with or without cause) or voluntary termination prior to the IssueDate, then this Agreement shall terminate and the Grantee shall have no furtherrights hereunder, including without limitation, the right to receive any AwardShares.

4.**            Voting Rights; No Right to Employment**.** **The Grantee shall have no rights of ownership in anyAward Shares and shall have no right to vote the any Award Shares until the AwardShares, if any, are issued on the Issue Date. The Grantee further acknowledges and agrees that this Agreement and theissuance of any Award Shares shall not be construed to give Grantee any rightto continued employment.

5.**            Compliance with Laws**.** **Asprovided in the Plan, the Company may impose such conditions and restrictionswith respect to the issuance and subsequent transfer of the Award Shares ascontemplated hereby, including without limitation, conditions and restrictionsrelating to applicable federal or state securities laws, and applicablefederal, state or local withholding tax requirements, as the Company considersnecessary or advisable. In no event shall the Company be required to issue anyAward Shares hereunder unless and until all applicable legal requirements aresatisfied to the reasonable satisfaction of the Company in its sole discretion.

6.            **Incorporation of Plan**.  All terms used in this Agreement have thesame meaning as given such terms in the Plan. This Agreement incorporates andis subject to the provisions of the Plan, a copy of which will be furnishedupon request, and such provisions shall be deemed a part of the Agreement forall purposes.

7.            **409A Compliance**.  Notwithstanding any terms to the contrary inSupplement A to the Plan, the Grantee shall not be permitted to make a deferralelection to defer the issuance of Award Shares provided for under thisAgreement.  The Company may, in its soleand absolute discretion, delay payments hereunder or make such othermodifications with respect to the issuance of stock hereunder as it reasonablydeems necessary to comply with Section 409A of the Internal Revenue Codeof 1986, as amended, and interpretative guidance thereunder.

8.            **Entire Agreement**.  This Agreement, the Plan, and any documentsexpressly incorporated herein, contain all of the provisions applicable to theaward granted hereby and no other statements, documents or practices maymodify, waive or alter such provisions unless expressly set forth in writing,signed by an authorized officer of the Company and delivered to the Grantee.

9.**            Applicable Law; Severability**.  This Agreement shall be governed by, andconstrued in accordance with, the laws of the Commonwealth of Massachusettswithout giving effect to the principles of conflicts of law thereof. In theevent that any court of competent jurisdiction shall determine that anyprovision, or any portion thereof, contained in this Agreement shall beunenforceable in any respect, then such provision shall be deemed limited tothe extent that such court deems it enforceable, and as so limited shall remainin full force and effect. In the event that such court shall deem any suchprovision, or portion thereof, wholly unenforceable, the remaining provisionsof this Agreement shall nevertheless remain in full force and effect.

10.**            Interpretation**.  The parties hereto acknowledge and agree thatthe rule of construction to the effect that any ambiguities are resolved againstthe drafting party shall not be employed in the interpretation of thisAgreement.

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11.**            No Waiver of Rights, Powers and Remedies**. No failure or delay by a party hereto in exercising any right, power orremedy under this Agreement, and no course of dealing between the partieshereto, shall operate as a waiver of any such right, power or remedy of theparty, unless explicitly provided for herein. No single or partial exercise ofany right, power or remedy under this Agreement by a party hereto, nor anyabandonment or discontinuance of steps to enforce any such right, power orremedy, shall preclude such party from any other or further exercise thereof orthe exercise of any other right, power or remedy hereunder.

12.**            Counterparts**.  This Agreement may be executed in multiplecounterparts, including by electronic or facsimile signature, each of whichshall be deemed in original but all of which together shall constitute one andthe same instrument.
| NAME   |   | Friendly Ice Cream Corporation |
|--------|--------|--------------------------------|
|   |   |                           |   |   |
|   |   | By:                            |   |   |
|   |   |                           |   |   |
|   |   | Title:                         |   |   |
|   |   |                           |   |   |

 

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