**Exhibit10.1**

FRIENDLY ICE CREAMCORPORATION

Restricted StockAgreementGranted Under 2003 Incentive Plan

AGREEMENT entered into asof the [     ] day of [        ,      ,] between Friendly Ice Cream Corporation,a Massachusetts corporation (the “Company”), and[                          ](the “Participant”).

WHEREAS,the Company maintains the Friendly Ice Cream Corporation 2003 Incentive Plan,as amended (the “Plan”), which is incorporated into and forms a part of thisAgreement.

WHEREAS,the Participant has been awarded shares of Common Stock, $0.01 par value, ofthe Company (the “Common Stock”).

WHEREAS,the shares of Common Stock to be issued to the Participant are subject to therestrictions set forth herein.

NOW,THEREFORE, for valuable consideration, receipt of which is acknowledged, theparties hereto agree as follows:

# 1.             Issuance of Shares.

On the date hereof, theCompany is issuing an aggregate of[           shares] of CommonStock to the Participant (the “Shares”), which Shares are evidenced by one ormore stock certificates in the name of the Participant.  25% of the Shares are fully vested and freeof all the restrictions set forth herein. The Participant agrees that the Unvested Shares (as defined below) shallbe subject to forfeiture to the Company in accordance with Section 2 of thisAgreement and the restrictions on transfer set forth in Section 3 of thisAgreement.  Shares that are not UnvestedShares shall be transferred by the Company to the Participant free of therestrictions set forth in this Agreement.

Capitalized terms nototherwise defined herein shall have the meanings ascribed thereto in the Plan.

# 2.             Forfeiture of Unvested Shares.

## (a)           Inthe event that the Participant ceases to be employed by the Company for anyreason or no reason, with or without cause, prior to February 28, 2010, theParticipant shall forfeit to the Company, for no consideration, all of thenoutstanding Unvested Shares, and the Participant shall have no further rightswith respect to such Unvested Shares.

(b)           Subject to paragraph 2(c) below, “UnvestedShares” means the total number of Shares multiplied by the ApplicablePercentage.  Except as set forth inparagraph 2(c) below, the “Applicable Percentage” shall be:

(i) 75%during the period from the date hereof through February 27, 2008;

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(ii) 50% fromand after February 28, 2008 and through February 27, 2009;

(iii) 25% from andafter February 28, 2009 and through February 27, 2010; and

(iv) zero onor after February 28, 2010.

(c)           Upon the occurrence of a Change inControl (as defined and provided in the Plan), the Applicable Percentage shallbe zero.

# 3.             Restrictions on Unvested Shares.

## (a)           TheParticipant shall not sell, assign, transfer, pledge, hypothecate or otherwisedispose of, by operation of law or otherwise (collectively “transfer”) anyUnvested Shares, or any interest therein.

## (b)           TheParticipant shall be treated as a shareholder (including for purposes of votingrights) with respect to the Unvested Shares.

# 4.             Restrictive Legends.

All certificatesrepresenting Unvested Shares shall have affixed thereto legends insubstantially the following form, in addition to any other legends that may berequired under federal or state securities laws:

“The shares of stock represented by this certificateare subject to restrictions on transfer set forth in a certain Restricted StockAgreement between the corporation and the registered owner of these shares (orhis predecessor in interest), and such Agreement is available for inspectionwithout charge at the office of the Secretary of the corporation.”

# 5.             Provisions of the Plan.

This Agreement issubject to the provisions of the Plan, a copy of which is furnished to theParticipant with this Agreement.

# 6.             Withholding Taxes; Section 83(b)Election.

## (a)           TheParticipant acknowledges and agrees that the Company has the right to deductfrom payments of any kind otherwise due to the Participant any federal, stateor local taxes of any kind required by law to be withheld with respect to theaward of the Shares or the lapse of the vesting restrictions contained herein.

## (b)           TheParticipant acknowledges that he has been informed of the availability ofmaking an election in accordance with Section 83(b) of the InternalRevenue Code of 1986, as amended and has been advised to seek, and has sought,the counsel of his own tax advisor as to whether, where and how to make suchelection; that such election must be filed with the Internal 

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## Revenue Service within 30 days of the transfer of the Shares to theParticipant; and that the Participant is solely responsible for making suchelection and that he must notify the Company upon making such election.

# 7.             Agreement Not Contract ofEmployment.

# This Agreement does notconstitute a contract of employment, and does not give the Participant theright to be retained in the employ of the Company or an affiliate thereof.

# 8.             Severability.

The invalidity orunenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, and each otherprovision of this Agreement shall be severable and enforceable to the extentpermitted by law.

# 9.             Waiver.

Any provision for thebenefit of the Company contained in this Agreement may be waived, eithergenerally or in any particular instance, by the Board of Directors of theCompany.

# 10.           Binding Effect.

This Agreementshall be binding upon and inure to the benefit of the Company and theParticipant and their respective heirs, executors, administrators, legalrepresentatives, successors and assigns, subject to the restrictions ontransfer set forth in Section 3 of this Agreement.

# 11.           Notice.

All notices required orpermitted hereunder shall be in writing and deemed effectively given uponpersonal delivery or five days after deposit in the United States Post Office,by registered or certified mail, postage prepaid, addressed to the other partyhereto at the address shown beneath his or its respective signature to thisAgreement, or at such other address or addresses as either party shalldesignate to the other in accordance with this Section 10.

# 12.           Pronouns.

Whenever the context mayrequire, any pronouns used in this Agreement shall include the correspondingmasculine, feminine or neuter forms, and the singular form of nouns andpronouns shall include the plural, and vice versa.

# 13.           Entire Agreement.

This Agreement and thePlan constitute the entire agreement between the parties, and supersedes allprior agreements and understandings, relating to the subject matter of thisAgreement.

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# 14.           Amendment.

The Board of Directors ofthe Company may, at any time, amend or terminate the Plan, and may amend thisAgreement, provided that no amendment or termination may adversely affect therights of the Participant without the Participant’s written consent.

# 15.           Governing Law.

This Agreement shall beconstrued, interpreted and enforced in accordance with the internal laws of theCommonwealth of Massachusetts without regard to any applicable conflicts oflaws.

IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the day and year first abovewritten.
|            | FRIENDLY ICE CREAM  CORPORATION |
|------------|---------------------------------|
|       |                            |   |
|       | By:                             |   |
|       |                            |   |
|       | Title:                          |   |
|       |                            |   |
|       | Address:                        | 1855 Boston Road,  Wilbraham, MA 01095 |
|       |                            |   |
| ** ** | ** **                      |
| ** ** | **[Name of Participant]**       |
|       |                            |   |
|       | Address:                        |   |
|            |                                 |  |  |  |

 

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