exv10w6






Exhibit 10.6




PLANET BEACH FRANCHISING CORPORATION

2005 STOCK OPTION PLAN

AWARD AGREEMENT




     We are pleased to confirm that Planet Beach Franchising Corporation, a Delaware corporation
(the “Company”) has granted you an option (the “Option”) to purchase shares of its
common stock, par value $0.0001 per share (the “Shares”), subject to the terms and
conditions of the Company’s 2005 Stock Option Plan (the “Plan”) and of this Award
Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the
same meanings as set forth in the Plan.



     Name of Participant: PARTICIPANT’S NAME



     Date of Award:



     Exercise price per share:      $3.50



     Total number of shares:



     1. Incentive Stock Options. It is intended that all or a portion of the Option
qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code (the
“Code”) to the extent it meets the requirements thereof. Any portion of the Option that
does not qualify as an incentive stock option shall be a nonqualified stock option.



     2. Vesting Schedule. The Option confirmed by this Award Agreement will vest
according to the following schedule, provided, however, that you must be employed by the Company on
each vesting date for that portion of the Option to vest: (i) 25 percent on the first anniversary
of the date of the award of the Options and (ii) the balance in equal monthly increments on the
last day of each of the succeeding 36 months. Notwithstanding the previous sentence, all unvested
shares will immediately vest upon a Change in Control or upon your death or Disability.



     3. Method of Exercising Option. The Option may be exercised in whole or in part by
delivery to the Company, at its offices in Marrero, Louisiana of (i) written notice identifying the
Option and stating the number of Shares with respect to which it is being exercised, (ii) payment
in full of the exercise price of the Shares then being acquired and any applicable income or
employment taxes, and (iii) execution of an Investment Representation Statement substantially in
the form reasonably required by the Company if the Company’s stock has not been registered under
the Securities Act of 1933, as amended, at the time of the exercise. The Company shall have the
right to delay the issue or delivery of any shares to be delivered hereunder until (i) the
completion of such registration or qualification of the Shares under federal, state or foreign law,
ruling or regulation as the Company shall deem to be necessary or advisable, and (ii) receipt from
the Participant of such documents and information as the Company may deem necessary or



 









 







appropriate in connection with such registration or qualification or the issuance of shares
hereunder.



     4. Expiration Date. Upon a Change of Control of the Company, any portion of this
Option that would be a parachute payment shall expire on the date that is 90 days after the date of
the Change of Control unless you agree to submit the relevant portion of the Option for approval by
more than 75% of the Company’s stockholders (determined as required by the relevant guidelines
under Section 280G of the Code). The italicized words in the preceding sentence shall have the
same meaning as in the relevant guidelines under Section 280G of the Code. Upon your death or
Disability or other termination of employment in accordance with and upon the terms and conditions
as set forth in the Plan. In all other events, and notwithstanding anything herein contained to
the contrary, this Option shall expire on the tenth anniversary of the date of the award of the
Option.



     5. Resale Limitations. The Company’s Common Stock issued upon the exercise of an
Option are deemed to be restricted securities as defined in Section 144 of the Securities Act of
1933, as amended (the “Act”). Resales of Common Stock issued upon the exercise of an
Option must be in compliance with the registration requirements of the Act or an exemption from
those requirements.



     6. Antidilution Adjustments. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, issuance or repurchase of stock or
securities convertible into or exchangeable for shares of the Company’s common stock, grants of
options, warrants or rights to purchase the Common Stock (other than under the Plan), extraordinary
distribution with respect to the common stock, or other change in corporate structure affecting the
common stock after the date of this Award Agreement, then the Committee may (i) make such
substitutions or adjustments in the number of shares and/or the exercise price specified in
paragraph 1 above, (ii) make such other substitutions or adjustments in the consideration
receivable by the Company upon exercise of the Option, or (iii) take such other action as the
Committee may determine to be appropriate in its sole discretion; provided, however, that the
number of shares subject to the Option shall always be a whole number. This Award Agreement has
taken into account and made appropriate adjustments for the merger of Planet Beach Franchising
Corporation, a Nevada corporation, into the Company.



     7. Plan and Award Amendments. You agree that the Plan may be amended at any time,
one or more times, with the written approval of the Company and holders of two-thirds of the
Options then outstanding under the Plan, whether or not fully vested and that any such amendment
shall be binding upon you, your successors and assigns whether or not you have approved the
amendment and whether or not it supersedes any contrary provisions of this Agreement (other than
the date of award, amount and exercise price of the Option).



     8. Assignment. You may not assign or otherwise transfer this Award Agreement other
than by bequest or the laws of descent and distribution.



2









 





     9. Entire Agreement. This Award Agreement together with the Plan contains the entire
agreement of the parties and supersedes all prior and contemporaneous agreements and
understandings, oral or otherwise, among them with respect to the matters contained in this
agreement.



     By your signature and the signature of the Company’s representative below, you and the Company
agree that the Option which has been awarded to you under this Award Agreement is subject to the
terms and conditions of the Plan as from time to time amended. As provided in the Plan, you hereby
agree to accept as binding any decision of the Committee with respect to the interpretation of the
Plan and this Award Agreement, or any other matters associated therewith. In case of any conflict
between this Award Agreement and the Plan, the terms of the Plan shall control. You further agree
to notify the Company as soon as possible upon any change in your residential address, as indicated
above.



     IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed as of ______,
2010.



	 	 	 	 	 
	 	PLANET BEACH FRANCHISING CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



 





     The undersigned Participant hereby accepts the foregoing Option and agrees to the several
terms and conditions of this Award Agreement and of the Plan.



	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	PARTICIPANT’S NAME 	 
	 
	 	 	Date: ______________________	 
	 




3