Exhibit 10.23


 


EXECUTIVE
OPTION PLAN – TRANCHE 1 AWARD


 


NOTICE OF GRANT


 


Bowlmor AMF Corp., a
Delaware corporation (the “Company”) granted to you Tranche 1 of the Executive Option Plan in the form of Options
(the “Tranche 1 Options”) to purchase shares of the Company’s common stock under the Company’s 2017
Bowlmor AMF Corp. Stock Incentive Plan (the “Plan”). Capitalized terms not defined in this Grant Notice or the
attached Award Agreement shall have the meanings specified for such terms in the Plan.


 


	Award Recipient:	Thomas F. Shannon
	Award Type:	Stock Options
	Award Amount:	Total Common Shares subject to the Tranche 1 Options:	492,619

	Option Exercise Price:	$196.72

	Grant Date:	January 7, 2020
	Vesting Period for Tranche 1 Options:	As set forth in the attached Award Agreement, each of the Tranche 1 Options will (A) vest in four equal annual installments with 25% vesting on each of the first four anniversaries of the Grant Date, subject to your continued service with the Company or its Subsidiaries as of each such anniversary, subject to the accelerated vesting provisions set forth in Section 3(b) of the Award Agreement and (B) become exercisable, as of or following vesting, in connection with any Sale of the Company or Triggering IPO, provided that the performance criteria set forth in Section 3 of the Award Agreement are met.
	Terms and Conditions:	
    The Tranche 1 Options are subject to all the terms and conditions
    set forth in this Stock Option Award Grant Notice (this “Grant Notice”), in the Award Agreement, in the Employment
    Agreement and in the Plan.

     

    Without a complete review of these documents, you will
    not have a full understanding of all the material terms of your award.



 


The securities evidenced by this
certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be
sold, transferred, assigned, offered, pledged or otherwise disposed of unless there is an effective registration statement under such
Act or such disposition is exempt from the registration. In addition, any such disposition shall be subject to the terms of the applicable
Stockholders’ Agreement dated as of June 6, 2017 (as amended from time to time) a copy of which is on file in the Company’s
offices. By acceptance of this Grant Notice, the holder accepts such provisions of the Stockholders’ Agreement.


 




     


     


    

 


EXECUTIVE OPTION PLAN –
TRANCHE 1 AWARD AGREEMENT


(Under the 2017 Bowlmor AMF Corp.
Stock Incentive Plan)


 


THIS AWARD AGREEMENT (the “Award
Agreement”) is made and entered into as of January 7, 2020 between Bowlmor AMF Corp., a Delaware corporation (the “Company”),
and Thomas F. Shannon (the “Participant”).


 


The Company and the Participant
wish to agree to the treatment of unallocated awards under the 2017 Bowlmor AMF Corp. Stock Incentive Plan (the “Plan”)
as set forth in Section 1 of this Award Agreement.


 


The Company hereby grants to the
Participant the first tranche of Options under the Executive Option Plan in form of Options (the “Tranche 1 Options”)
to purchase certain Common Shares on the terms and conditions as set forth in this Award Agreement and in the Plan. The Tranche 1 Options
are Nonqualified Options. Capitalized terms not otherwise defined herein have the meanings set forth in the Plan.


 


In accordance with this grant, and
as a condition thereto, the Company and the Participant agree as follows:


 


SECTION 1. Number of Common
Shares; Date of Grant; Exercise Price. The Executive Option Plan – Tranche 1 Award Notice of Grant (the “Grant Notice”)
attached hereto sets forth the number of Common Shares which are the subject of Tranche 1 Options and the date of grant of the Tranche
1 Options (the “Grant Date”). The exercise price at which each Common Share may be purchased under the Tranche 1 Options
(the “Exercise Price”) is at least the fair market value of a Common Share as of the Grant Date, and is set forth on
the attached Grant Notice.


 


SECTION 2. Term. The
Tranche 1 Options shall not be exercisable to any extent after the twelfth (12th) anniversary of the Grant Date.


 


SECTION 3. Vesting and Exercisability.


 


(a) Subject
to the terms and conditions of this Award Agreement, including the limitations on exercisability set forth in Section 3(c) and the Plan,
the Tranche 1 Options will vest in four equal annual installments with 25% vesting on each of the first four anniversaries of the Grant
Date, subject to the Participant’s continued service with the Company or its Subsidiaries as of each such anniversary.


 


(b) Notwithstanding
the foregoing, any unvested Tranche 1 Options will become fully vested upon a Sale of the Company (as defined below) or Triggering IPO
(as defined below), subject to the Participant’s continued service with the Company or its Subsidiaries as of the date of the Sale
of the Company or Triggering IPO.


 


(c) To
the extent that any portion of the Tranche 1 Options becomes vested in accordance with Section 3(a) or (b) above, such vested
Tranche 1 Options shall be fully exercisable only if the applicable Sale of the Company or Triggering IPO results in an Aggregate
Equity Return that is equal to a multiple of at least 2.5 times the Initial Investors Cumulative Interest on the date of such Sale
of the Company or Triggering IPO. Any Tranche 1 Options that do not become exercisable in connection with a Sale of the Company or
Triggering IPO will be canceled and forfeited without consideration.


 






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(d) Definitions
and Determinations. For the purposes of this Award Agreement, the terms below shall have the meaning designated:


 


(i) “Atairos
Investors” include A-B Parent LLC, a Delaware limited liability company and the Atairos Entities, their Affiliates and their
Permitted Transferees.


 


(ii) “Atairos
Cumulative Interest” means the greatest amount of the Atairos Investors’ collective interest, direct or indirect, in the
Company acquired at any time prior to a Sale of the Company.


 


(iii) “Initial
Investors” include (i) the Atairos Investors, (ii) Cobalt Recreation LLC, a Delaware limited liability company, (iii) Thomas
F. Shannon and (iv) Atairos Group, Inc., a Cayman Islands exempted company.


 


(iv) “Initial Investors Cumulative
Interest” means the greatest amount of the Initial Investors’ collective interest, direct or indirect, in the
Company acquired at any time prior to a Sale of the Company or Triggering IPO, as the case may be.


 


(v) “Aggregate
Equity Return” means, as of any Sale of the Company or Triggering IPO, the sum of (x) the value of all proceeds that will actually
be received by the Initial Investors in the aggregate as a result of the divestiture of the Initial Investors’ interest, direct
or indirect, in the Company in connection with the relevant Sale of the Company or Triggering IPO, valued as of the date received by the
Initial Investors and net of any customary transaction expenses incurred by the Initial Investors associated with such divestiture (to
the extent such expenses are not borne by the Company), (y) the value of all prior proceeds actually received by the Initial Investors
from all previous divestitures of the Initial Investors’ interest, direct or indirect, in the Company and any cash dividends or
distributions received by the Initial Investors as the result of any extraordinary recapitalization transactions by the Company, in each
case valued at the fair value of such proceeds, dividends or distributions as of the date received by the Initial Investors and net of
any customary transaction expenses associated with such divestitures, dividends or distributions incurred by the Initial Investors (to
the extent such expenses are not borne by the Company) and (z) the value of the Initial Investors’ interest, direct or indirect,
in the Company that will be retained by the Initial Investors following the relevant Sale of the Company or Triggering IPO, valued by
reference to the fair value of the proceeds received by the Initial Investors in connection with the Sale of the Company or Triggering
IPO and net of any customary transaction expenses associated with such divestitures incurred by the Initial Investors (to the extent such
expenses are not borne by the Company).


 


(vi) “Sale
of the Company” means (1) a negotiated sale of interests in the Company pursuant to a stock sale, exchange or similar
transaction (other than a Triggering IPO) or a merger of the Company into another company, provided that any such transaction
results in either (x) the Initial Investors having divested 50% or more of each of their relative portions of the Initial Investors
Cumulative Interest to one or more parties all of whom are not affiliates of the Initial Investors or (y) the Atairos Investors
having divested 77% or more of the Atairos Cumulative Interest to one or more parties all of whom are not affiliates of the Initial
Investors; or (2) a sale of all or substantially all of the assets of the business conducted by the Company and its Subsidiaries to
one or more parties, other than parties that the Initial Investors control or in which the Initial Investors own a majority
interest.


 






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(vii) “Triggering
IPO” means an underwritten public offering of Common Shares pursuant to an effective registration statement under the Securities
Act of 1933 (as amended), other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form, in
which the Initial Investors are secondary sellers and after which each of the Initial Investors will have divested 15% or more of each
of their relative portions of the Initial Investors Cumulative Interest.


 


(e) All
determinations and measurements required to compute the Atairos Cumulative Interest or the Initial Investors Cumulative Interest or Aggregate
Equity Return or other amounts under this Award Agreement, and to determine whether any transaction constitutes a Sale of the Company
or Triggering IPO, shall be made by the Board in its reasonable good faith judgment and shall be final and binding on all parties for
all purposes under this Award Agreement.


 


SECTION 4. Exercise.


 


(a) Notice
of Exercise. Exercise of the Tranche 1 Options, in whole or in part, shall be by delivery of a notice to the Company as provided in
Section 12 which specifies the number of Common Shares being purchased.


 


(b) Payment
of Exercise Price. Payment of the Exercise Price may, at the Participant’s election, be made by the Company withholding from
the person providing the notice described in Section 4(a) a net number of Common Shares equal to such person’s obligation to pay
the Exercise Price from the number of Common Shares that are subject to the Tranche 1 Options being exercised.


 


(c) Payment
of Taxes. The Company has the authority to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient
to satisfy applicable federal, state, local and foreign withholding taxes (including the employee portion of any FICA obligation) required
by law to be withheld with respect to any taxable event arising pursuant to this Award Agreement. Payment of the withholding taxes or
Participant’s other tax obligations arising from the exercise of the Tranche 1 Options (the “Applicable Taxes”)
may, at the Participant’s election, be made by the Company withholding from the person providing the notice described in Section
4(a) a net number of Common Shares having an aggregate Fair Market Value of the Applicable Taxes.


 


(d) Notwithstanding
the foregoing, Sections 4(b) and 4(c) shall not apply with respect to any exercise that occurs at a time when the Common Shares are
listed and traded on a national U.S. retail securities exchange and the Common Shares underlying the Tranche 1 Options are covered
by an effective registration statement under the Securities Act and an appropriate listing application, and a broker-assisted
cashless exercise procedure is freely available to the Participant, provided that there is no legal or contractual impediment
to the Participant’s use of the broker-assisted cashless exercise procedure.


 


(e) Certificate.
Promptly after receipt of the notice described in Section 4(a) and payment of the Exercise Price and associated withholding taxes
described in Section 4(b) and 4(c), the Company shall deliver to the person exercising the Tranche 1 Options a certificate, or other
indication of ownership, for the number of Common Shares purchased. Common Shares to be issued upon the exercise of the Tranche 1
Options may be either authorized and unissued Common Shares or Common Shares which have been reacquired by the Company.


 




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SECTION 5. Change
of Control. In the event of a Change of Control (as defined in the Plan), the Committee shall not be able to take the actions
described in Sections 7.01(a), (c), (d), or (e) of the Plan with respect to the Tranche 1 Options, in each case, without the consent
of the Participant. However, for the avoidance of doubt, the Committee shall have full discretion, subject to any applicable
regulatory approvals, to take whatever actions that it deems necessary or appropriate to accomplish the action described in Section
7.01(b) of the Plan and the terms of the Stockholders’ Agreement with respect to the Tranche 1 Options and the underlying
Common Shares.


 


SECTION 6. Termination
of Employment or Service. In the event of a termination of the Participant’s employment or service with the Company or any of
its Subsidiaries, the Tranche 1 Options may be exercised as follows:


 


(a) Termination
without Cause; Termination for Good Reason; Termination due to Death or Disability. If the Participant’s employment or service
with the Company or any of its Subsidiaries terminates due to a termination by the Company or any of its Subsidiaries without Cause, by
the Participant for Good Reason, as defined in the Participant’s Employment Agreement with the Company, dated as of June 6, 2017
(the “Employment Agreement”) or due to the Participant’s death or Disability:


 


(i) any
vested portion of the Tranche 1 Options will be retained and will remain subject to Section 3(c); and


 


(ii) any
unvested portion of the Tranche 1 Options will be deemed immediately forfeited and canceled in their entirety upon such termination of
employment or service without any payment or consideration being due from the Company.


 


(b) Termination
for Cause; Voluntary Termination without Good Reason. If the Participant’s employment or service with the Company or any of
its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause or by the Participant without Good Reason, as defined
in the Participant’s Employment Agreement, both the vested and unvested portions of the Tranche 1 Options shall be deemed immediately
forfeited and canceled in their entirety upon such termination of employment or service without any payment or consideration being due
from the Company.


 


(c) Company
Call Right. The Tranche 1 Options and Option Shares will be subject to the repurchase rights and other terms set forth in the Stockholders’
Agreement.


 


SECTION 7. Representations. The Participant
represents and warrants that:


 


(a) The
Participant is an executive officer of the Company and is qualified to purchase the Option Shares because he or she has such knowledge
and experience in financial and business matters that he or she is capable of evaluating the merits and risks of such investment.


 


(b) Any
Option Shares will be for the Participant’s own account for investment and not with any view to the distribution thereof, and the
Participant will not sell, assign, transfer or otherwise dispose of any of the Option Shares, or any interest therein, in violation of
the Securities Act or any applicable state securities law.


 






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(c) The
Participant understands that (i) the Option Shares will not be registered under the Securities Act or any applicable state
securities law and may not be sold or otherwise disposed of unless they are registered or sold or otherwise disposed of in a
transaction that is exempt from such registration; and (ii) the certificates representing such Option Shares will bear appropriate
legends restricting the transferability thereof.


 


(d) The
Participant understands that the Company Group will rely upon the completeness and accuracy of these representations in establishing that
the contemplated transactions are exempt from the Securities Act and hereby affirms that all such representations are accurate and complete.
The Participant will notify the Company immediately of any changes in any of such information occurring during the term of the Tranche
1 Options.


 


SECTION 8. Restrictive Covenants.


 


(a) As
a condition precedent to receiving the Tranche 1 Options granted pursuant to this Award Agreement, the Participant hereby reaffirms the
Participant’s agreement to the restrictive covenants set forth in the Employment Agreement and the Stockholders’ Agreement.


 


(b) It is acknowledged
and agreed that any material breach by the Participant of any of the applicable restrictive covenants described in Section 8(a)
(relating to confidentiality, noncompetition, non-hire, non-solicitation obligations or other obligations described therein and
subject to all applicable notice and cure provisions in the relevant agreements) will be a “Restrictive Covenant Breach”
for the purpose of the Stockholders’ Agreement.


 


SECTION 9.
Integration of Stockholders’ Agreement and Award Terms; Spousal Consent. In consideration of, and as a condition to, the
effectiveness of the Tranche 1 Options, to the extent that the Participant is not already a Stockholder (as defined in the
Stockholders’ Agreement), the Participant must execute and deliver to the Company an instrument or instruments substantially
in the form of Exhibit A hereto confirming that the Participant has agreed to be bound as a “Stockholder” and
“Management Stockholder” by the terms of the Stockholders’ Agreement. For the avoidance of doubt, the Participant
shall have no rights as a Stockholder and Management Stockholder under the Stockholders’ Agreement during any period that the
Participant is not the record owner of Common Shares, but shall be subject to the call rights under Section 4.9 of the
Stockholders’ Agreement. The Participant agrees to cause any current or future spouse of his or hers to deliver to the Company
a consent in the form of the consent set forth in Exhibit B hereto validly executed by such spouse on the date hereof or
promptly after any such person becomes his or her spouse, as applicable.


 


SECTION 10. Governing
Law; Waiver of Jury Trial. This Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
without regard to the conflicts of laws rules of such state. Each of the parties hereto hereby irrevocably waives any and all right to
trial by jury in any legal proceeding arising out of or related to this Award Agreement or the transactions contemplated hereby.


 


SECTION 11. Interpretation.
The Participant accepts the Tranche 1 Options subject to all the terms and provisions of the Plan, which shall control in the event of
any conflict between any provision of the Plan and this Award Agreement, and accepts as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan and/or this Award Agreement. The Participant acknowledges receiving
a copy of the Plan.


 






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SECTION 12.
Notices. Any notice under this Award Agreement shall be (a) if in writing, effective when delivered in person or deposited in
the United States mail, postage prepaid, registered or certified, and addressed to the Participant at his or her last known address
on the books of the Company or, in the case of the Company, at the address set forth below, subject to the right of either party to
designate some other address at any time hereafter in a notice satisfying the requirements of this Section 12, or (b) if delivered
by electronic email transmission, effective on the day on which such electronic email transmission was sent; provided, that
no rejection notice is received.


 


c/o Bowlmor AMF Corp.


222 West 44th Street


New York,
NY 10036


Attention: Brett Parker, Chief
Financial Officer


Email: bparker@bowlmor.com


 


With a copy to:


 


Davis Polk & Wardwell


450 Lexington Avenue


New York, New York 10017


Attention: William J. Chudd


 


SECTION 13. Sections and
Headings. All section references in this Award Agreement are to sections hereof for convenience of reference only and are not to affect
the meaning of any provision of this Award Agreement.


 


SECTION 14. Assignment.
The Company may, without the consent of the Participant, assign this Award Agreement (or any of its rights or interests under this Award
Agreement) to any successor to all or substantially all of the assets or business of the Company in which case references to the Company
under this Award Agreement shall be deemed to be references to such successor.


 


SECTION 15. Severability.
If any provision of this Award Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Award Agreement shall be construed and enforced as if such provisions had not been included; provided,
however, that if the Company’s call rights set forth in the Stockholders’ Agreement or other agreement shall be held invalid
or unenforceable, the Tranche 1 Options granted under this Award Agreement shall be cancelled and terminated.


 


SECTION 16. Complete Agreement.
This Award Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement
and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in any way.


 


SECTION 17. Counterparts.
This Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This Award Agreement shall become effective when each party hereto
shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart
hereof signed by the other party hereto, this Award Agreement shall have no effect and no party shall have any right or obligation hereunder
(whether by virtue of any other oral or written agreement or other communication).


 




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IN WITNESS WHEREOF, the undersigned
have caused this Award Agreement to be duly executed as of the date first above written.


 


	 	BOWLMOR
    AMF CORP.
	 	 
	 	By: 	 
	 	 	Name: 	Brett I. Parker
	 	 	Title: 	Chief Financial Officer 
	 	 
	 	PARTICIPANT
	 	 
	 	By: 	 
	 	 	Name:	Thomas F. Shannon



 


[Signature Page for Tranche 1 – Shannon – Option Award
Agreement]


 






     


     


    

 


EXHIBIT A


 


JOINDER TO STOCKHOLDERS’
AGREEMENT


 


This Joinder Agreement
(this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining
Party”) in accordance with the Stockholders’ Agreement by and among (i) the Company, (ii) A-B Parent LLC, a Delaware
limited liability company, (iii) Cobalt Recreation LLC, a Delaware limited liability company, (iv) Thomas F. Shannon and (v) Atairos
Group, Inc., a Cayman Islands exempted company, dated as of June 6, 2017, as the same may be amended from time to time. Capitalized
terms used, but not defined, herein shall have the meaning ascribed to such terms in the Stockholders’ Agreement.


 


The Joining Party hereby acknowledges,
agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Stockholders’
Agreement as of the date hereof and shall have all of the rights and obligations of a “Stockholder” and “Management
Stockholder” thereunder as if it had executed the Stockholders’ Agreement and that the Tranche 1 Options granted to the Joining
Party under the Grant Notice and Award Agreement to which this Joinder Agreement is appended constitute “Equity Interests”
subject to the Stockholders’ Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all
of the terms, provisions and conditions contained in the Stockholders’ Agreement.


 


To the extent that the
Joining Party has previously executed or subsequently executes the Stockholders’ Agreement or an additional joinder agreement
to the Stockholders’ Agreement, this Joinder Agreement shall nevertheless be given independent force and effect as a
supplemental affirmation of the Joining Party’s agreement to the terms of the Stockholders’ Agreement in relation to the
Joining Party’s receipt of the Tranche 1 Options granted under the Grant Notice and Award Agreement to which this Joinder
Agreement is appended and any and all other Equity Interests acquired by the Joining Party.


 


[Signature page follows]


 




    A-1


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Joinder Agreement as of the date written below.


 


	Date:	 
	 	 
	 	By :	 
	 	 	Name:	Thomas F. Shannon 


 


	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 


 


[Signature Page for Tranche
1 – Shannon – Joinder Agreement]


 




     


     


    

 


EXHIBIT B


 


CONSENT OF SPOUSE


 


The undersigned spouse of Participant
who is the signatory to the foregoing Award Agreement has read and hereby approves the terms and conditions of the Plan and this Award
Agreement. In consideration of the Company’s granting his or her spouse the Tranche 1 Options as set forth in the Plan and this
Award Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Award Agreement
and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned’s
spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Award Agreement.


 


[Signature page follows]


 




    B-1


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this consent as of the date written below.


 


	Date:	 
	 	 
	 	 
		Spouse of Thomas F. Shannon



 


[Signature Page for Tranche
1 – Shannon – Consent of Spouse]