Exhibit 10.18


 


European
Wax Center, Inc.


2021
Omnibus Incentive Plan


Notice
of OPTION Grant


 


	Participant:	 	[__]
	 	 	 
	# of Shares Subject to Option:	 	[__]
	 	 	 
	Date of Grant:	 	[__]
	 	 	 
	Exercise Price Per Share:	$	[__]
	 	 	 
	Vesting Schedule: 	 	The
    Option shall vest in accordance with terms of the Award Agreement attached hereto as Annex I. Upon vesting, the Option shall
    no longer be subject to cancellation pursuant to Section 2 of the Award Agreement.
	 	 	 
	Type of Option:	 	Nonqualified
    Stock Option




 


By signing your name below, you accept the Option
and acknowledge and agree that the Option is granted under and governed by the terms and conditions of the European Wax Center, Inc. 2021
Omnibus Incentive Plan, the Award Agreement set forth on Annex I and the restrictive covenants set forth on Exhibit A thereto,
each of which are hereby made a part of this document. The Option is not intended to qualify as an Incentive Stock Option.


 


	[PARTICIPANT]	 	 European Wax Center, Inc.
	 	 	 
	 	 	By:	 
	 	 	Title:	             




 






     


     


    

 


Annex I


 


EUROPEAN WAX CENTER, INC.


2021
Omnibus Incentive Plan


OPTION AWARD AGREEMENT


 


Pursuant to the Notice of
Option Grant (“Grant Notice”) and this Award Agreement, European Wax Center, Inc. (together with its Subsidiaries,
whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”) has granted the
Participant an Option (the “Option”) under the European Wax Center, Inc. 2021 Omnibus Incentive Plan (the “Plan”)
with respect to the number of Shares indicated in the Grant Notice (the “Award”). The Option represents the right to
purchase the number of Shares indicated in the Grant Notice (each, an “Option Share”), on the terms and conditions
set forth in this Award Agreement and the Plan. The Option is granted to the Participant effective as of the Date of Grant. Capitalized
terms not explicitly defined in this Award Agreement or in the Grant Notice but defined in the Plan shall have the same definitions as
in the Plan.


 


1.                     Vesting; Settlement.


 


(a)            Vesting.
The Option shall vest and become exercisable [      ], subject to the Participant’s continued
employment or service with the Company through such date (each such date, a “Vesting Date”).


 


(b)           Method
of Exercise and Form of Payment.  No Option Shares shall be delivered pursuant to any exercise of the Option until the
Participant has paid in full to the Company the exercise price and an amount equal to any U.S. federal, state, local and non-U.S. income
and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to
the Company or its designee (including a third-party administrator) in accordance with the terms hereof. The exercise price and all applicable
required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in Shares valued at the Fair Market Value at the
time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a
sufficient number of Shares in lieu of actual delivery of such Shares to the Company); provided that such Shares are not subject
to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A)
in other property having a Fair Market Value equal to the exercise price and all applicable required withholding taxes, (B) if there
is a public market for the Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company
is delivered a copy of irrevocable instructions to a stockbroker to sell the Shares otherwise deliverable upon the exercise of the Option
and to deliver promptly to the Company an amount equal to the exercise price and all applicable required withholding taxes, or (C) by
means of a “net exercise” procedure effected by withholding the minimum number of Shares otherwise deliverable in respect
of an Option that are needed to pay for the exercise price and all applicable required withholding taxes. Any fractional Shares resulting
from the application of this Section 1 shall be settled in cash. 


 


2.                     Termination
of Employment. In the event of the Participant’s termination of employment or service with the Company at any time, the
unvested portion of the Option shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect
thereto.


 






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 3.                     Expiration.




 


(a)           Option Period. In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary
of the Date of Grant (such ten-year period, the “Option Period”); provided, that if the Option Period would
expire at a time when trading in the Shares is prohibited by the Company’s insider-trading policy (or a Company-imposed “blackout
period”), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition
(so long as such extension shall not violate Section 409A of the Code).


 


(b)           Post-Termination Exercise.


 


(i)             If, prior to the end of the Option Period, the Participant’s employment with, directorship with, or engagement to provide
services to, the Company and all Affiliates is terminated without Cause or by the Participant for any reason, then the Option shall expire
on the earlier of the last day of the Option Period and the date that is 90 days after the date of such termination; provided,
however, that if the Participant’s employment, directorship or engagement to provide services to the Company and its Affiliates
is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following
such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of
employment or service, as applicable. In the event of a termination described in this subsection (i), the Option shall remain exercisable
by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination.


 


(ii)            If
(i) the Participant’s employment with, directorship with, or engagement to provide services to, the Company or an Affiliate is
terminated prior to the end of the Option Period on account of the Participant’s Disability, (ii) the Participant dies while still
a director of, or still in the employ or engagement of the Company or an Affiliate, or (iii) the Participant dies following a termination
described in subsection (i) above but prior to the expiration of an Option, the Option shall expire on the earlier of the last day of
the Option Period and the date that is one year after the date of death or termination on account of Disability of the Participant, as
applicable. In such event, the Option shall remain exercisable by the Participant or Participant’s beneficiary, as applicable,
until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event.


 


(iii)           If
the Participant ceases employment with or engagement to provide services to the Company or any Affiliates or is removed as a director
due to a termination for Cause, the Option (whether vested or unvested) shall expire immediately upon such termination.


 


4.                     Rights
as a Stockholder. The Participant shall have no voting rights with respect to the Option unless and until the Participant becomes
the record owner of the Shares subject to the Option.


 






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5.                     Tax Withholding. The Participant shall be solely responsible for any applicable taxes (including, without limitation,
income and excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt,
vesting or exercise of any Option granted hereunder. Without limiting Section 1(b), the Company shall be authorized to withhold from
the Award the amount (in cash or Shares, or any combination thereof) of applicable withholding taxes due in respect of the Award, its
exercise or any payment or transfer under the Award and to take such other action (including providing for elective payment of such amounts
in cash or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment
of such taxes; provided, however, that no Shares shall be withheld with a value exceeding the maximum statutory rates in the applicable
tax jurisdictions.


 


6.                     Clawback;
Forfeiture; Detrimental Conduct. The Option shall be subject to the clawback, forfeiture and detrimental conduct provisions set
forth in Section 15(u) of the Plan.


 


7.                     Restrictive
Covenants.


 


(a)           Without
limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which the Participant
may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit A attached
hereto, which Exhibit A is incorporated herein and forms part of this Award Agreement.


 


(b)           In the event that the Participant violates any of the restrictive covenants referred to in this Section 7, in addition to any other
remedy that may be available at law or in equity, the Option shall be automatically forfeited effective as of the date on which such violation
first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company
and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in
any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants.


 


 8.                     Miscellaneous.




 


(a)           Compliance
with Legal Requirements. The granting of the Option, and any other obligations of the Company under this Award Agreement, shall be
subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations
and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the
Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities
law and non-U.S. securities law in exercising the Participant’s rights under this Award Agreement.


 


(b)           Transferability.
The Option shall be subject to Section 15(b) of the Plan.


 


(c)           Participant’s
Employment or Other Service Relationship. Nothing in the Option shall confer upon the Participant any right to continue the
Participant’s employment or other service relationship with the Company or any of its Affiliates or interfere in any way with
the right of the Company or any of its Affiliates or stockholders, as the case may be, to terminate the Participant’s
employment or other service relationship with the Company or its Affiliates or to increase or decrease the Participant’s
compensation at any time. The grant of the Option is a one-time benefit and does not create any contractual or other right to
receive any other grant of other Awards under the Plan in the future. The grant of the Option does not form part of the
Participant’s entitlement to compensation or benefits in terms of his or her employment or other service relationship with the
Company or its Affiliates.


 






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(d)           Waiver.
No amendment or modification of any provision of this Award Agreement shall be effective unless signed in writing by or on behalf of
the Company and the Participant, except that the Company may amend or modify this Award Agreement without the Participant’s consent
in accordance with the provisions of the Plan or as otherwise set forth in this Award Agreement. No waiver of any breach or condition
of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
Any amendment or modification of or to any provision of this Award Agreement, or any waiver of any provision of this Award Agreement,
shall be effective only in the specific instance and for the specific purpose for which made or given.


 


(e)           Section 409A. The Option is not intended to be subject to Section 409A of the Code. This Award Agreement is intended
to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of this Award Agreement
shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated
accordingly. If any provision of this Award Agreement or any term or condition of the Option would otherwise conflict with this intent,
the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding the foregoing,
the tax treatment of the benefits provided under this Award Agreement is not warranted or guaranteed, and in no event shall the Company
be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account
of non-compliance with Section 409A of the Code.


 


(f)            Notices. All notices, requests and other communications under this Award Agreement shall be in writing and shall be delivered
in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The
parties may use e-mail delivery, so long as the message is clearly marked, sent to the e-mail address(es) set forth below.


 


if to the Company, to: 


 


European Wax Center, Inc.


5830 Granite Pkwy


3rd Floor


Plano, TX 75024


Telephone: [ ]


Facsimile: [ ]


Email: [ ]


Attention: [ ]


 


if to the Participant, to the address, facsimile
number or e-mail address that the Participant most recently provided to the Company, or to such other address, facsimile number or e-mail
address as such party may hereafter specify for the purpose by notice to the other parties hereto.


 






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(g)           Severability. The invalidity or unenforceability of any provision of this Award Agreement shall not affect the validity
or enforceability of any other provision of this Award Agreement, and each other provision of this Award Agreement shall be severable
and enforceable to the extent permitted by law.


 


(h)           Successors. The terms of this Award Agreement shall be binding upon and inure to the benefit of the Company and its successors
and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.


 


(i)            Entire Agreement. The Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar
with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts the
grant of the Option and agrees to be bound by its contractual terms as set forth herein (including Exhibit A) and in the Plan.
The Participant acknowledges and agrees that the grant of the Option constitutes additional consideration to the Participant for the Participant’s
continued and future compliance with any restrictive covenants in favor of the Company by which the Participant is otherwise bound. The
Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any
questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions
of this Award Agreement, the Plan terms and provisions shall prevail. This Award Agreement, including the Plan, constitutes the entire
agreement between the Participant and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all
other communications between the parties relating to such subject matter.


 


(j)            Governing
Law. Except as otherwise set forth in an Employment Agreement, this Award Agreement shall be construed and interpreted in accordance
with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws
of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.


 


(k)           Dispute
Resolution; Consent to Jurisdiction. Except as otherwise set forth in an Employment Agreement, the Participant and the Company agree
that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with
this Award Agreement (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought
in the United States federal and state courts in Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of
such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without
the jurisdiction of any such court.


 


(l)            Electronic
Signature and Delivery. This Award Agreement may be accepted by return signature or by electronic confirmation. By accepting
this Award Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information
required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the
Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports
and other information shall be delivered in hard copy to the Participant).


 






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(m)          Electronic
Participation in Plan. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 


 


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Exhibit A


 


Restrictive Covenants


 


In consideration of the awards granted hereby and
the compensation now and hereafter paid to Participant, or that Participant may receive in connection with his or her employment with,
directorship for, or engagement to provide services to, the Company and all its Affiliates (“Employment”), Participant
hereby agrees to be bound by the covenants as set forth in this Exhibit A (the “RC Agreement”).


 


1.              Acknowledgements.
Participant acknowledges and agrees that (a) the term “Business” means, with respect to any person, firm, corporation,
or other entity, in whatever form, (i) franchising, developing, owning and operating businesses engaged in waxing, body hair removal,
facial hair removal, or threading or (ii) engaging in the business of providing any other activities, products or services of the specific
type conducted, authorized, offered or provided by the Company or any of its Affiliates within six (6) months prior to the termination
of Participant’s Employment (the date of such termination, the “Termination Date”); (b) Participant has
intimate and valuable knowledge of the Business, as well as technical, financial, customer, supplier and other confidential information
related to the Business, which, if exploited by Participant in contravention of the terms of this RC Agreement, would seriously, adversely
and irreparably affect the ability of the Company or any of its Affiliates to continue the Business; (c) the agreements and covenants
contained in this Agreement, as they relate to the Business and otherwise, have been determined by the Company or any of its Affiliates
to be essential to protect the Business and goodwill of the Company or any of its Affiliates; (d) the Company would not grant the
award pursuant to the terms of the award agreement to which this RC Agreement is attached but for the Participant agreeing to be bound
by such agreements and covenants; and (e) Participant has the means to support himself or herself and his or her dependents other than
by engaging in the Business, and the provisions of this RC Agreement will not impair such ability in any manner whatsoever.


 


2.              Non-Competition.
During the period of Participant’s Employment and through the second (2nd) anniversary of the Termination Date
(such period, the “Restricted Period”), Participant shall not, either directly or indirectly (and whether or not
for compensation): (i) engage in the Business for Participant’s own account in any state of the United States and in any
other country, in each case, in which the Company or any of its Affiliates conducts business or has plans to conduct business as of
the Termination Date (the “Restricted Territory”); (ii) render any services to or for any person or entity
engaged in the Business in any part of the Restricted Territory; (iii) acquire a financial interest in, or otherwise become
actively involved with, any person or entity engaged in the Business in any part of the Restricted Territory, as an individual,
partner, stockholder, member, officer, director, employee, principal, agent, trustee or consultant; or (iv) interfere with business
relationships between the Company or any of its Affiliates or any direct or indirect parent or subsidiary thereof (each, a
 “Protected Party” and collectively, the “Protected Parties”), on the one hand, and employees,
clients or suppliers of, or consultants to, any Protected Party, on the other hand. Notwithstanding anything to the contrary in this
RC Agreement, Participant may, directly or indirectly, own, solely through passive ownership as a portfolio investment (with no
director designation rights or other special governance rights), securities of any person engaged in the Business which are publicly
traded on a national or regional stock exchange or over-the-counter if Participant (a) is not a controlling person of, or a
member of a group which controls, such person and (b) does not, directly or indirectly, own 2% or more of any class of
securities of such person.


 






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3.              Non-Solicitation.
During the Restricted Period and without written consent of the Company, Participant shall not, either directly or indirectly, (i) solicit
or hire, or attempt to solicit or hire, any person who Participant knows, or should have known, is (or within six (6) months prior to
the Termination Date has been) an employee of, or consultant to, any Protected Party, or (ii) solicit or encourage any person which is
(or within the six (6) months prior to the Termination Date has been) a vendor of any Protected Party to terminate or diminish its relationship
with them, or otherwise alter such relationship in any manner that is adverse to any Protected Party. Notwithstanding the foregoing,
this Section 3 shall not prohibit Participant from making general solicitations of employment that are not specifically targeted
at any such employee or consultant, or soliciting or hiring any such person who responds to any such general solicitation or who approaches
Participant without having been solicited in a manner prohibited hereby.


 


4.              Nondisclosure. Participant hereby agrees to hold in confidence all Confidential Information of the Company or any of its
Affiliates that came into Participant’s knowledge during Participant’s Employment with the Company or any of its Affiliates
and will not disclose, publish or make use of such Confidential Information without the prior written consent of the Company for as long
as the information remains Confidential Information other than in connection with the performance of Participant’s duties to the
Company or any of its Affiliates. For purposes hereof, “Confidential Information” means any data or information that
is valuable to any Protected Party (or, if owned by someone else, is valuable to that third party) and not generally known or available
to the public or to competitors in the industry, including, but not limited to, any nonpublic information (regardless of whether in writing
or retained as personal knowledge) pertaining to research and development; product costs, designs and processes; equityholder information;
pricing, cost, or profit factors; recipes; quality programs; annual budget and long-range business plans; marketing plans and methods;
contracts and bids; business ideas and methods, store concepts, inventions, innovations, developments, graphic designs, website designs,
patterns, specifications, procedures, databases and personnel; and trade secrets. Notwithstanding anything to the contrary contained herein,
pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, state, or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. Participant also understands that if he or she files a lawsuit for retaliation by the Company or any of its Affiliates for reporting
a suspected violation of law, the Participant may disclose the trade secret to his or her attorney and use the trade secret information
in the court proceeding, if the Participant (i) files any document containing the trade secret under seal, and (ii) does not disclose
the trade secret, except pursuant to court order.


 






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5.              Nondisparagement.
During Participant’s Employment with the Company or any of its Affiliates and thereafter, Participant shall not, directly or
indirectly, take any action, or encourage others to take any action, to disparage or criticize any of the Protected Parties or their
respective employees, officers, directors, managers, products, services, customers or owners. The foregoing shall not be violated by
the Participant’s truthful responses to legal process, inquiry by a governmental authority or to incorrect, disparaging or
derogatory public statements to the extent reasonably necessary to correct or refute such public statements. Notwithstanding
anything to the contrary contained herein, nothing in this Agreement shall prohibit the Participant from reporting possible
violations of federal law or regulation to or otherwise cooperating with or providing information requested by any governmental
agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress,
and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law
or regulation. The Participant does not need the prior authorization of the Protected Parties to make any such reports or
disclosures and the Participant is not required to notify the Protected Parties that the Participant has made such reports or
disclosures.


 


6.              Rights and Remedies Upon Breach. If Participant breaches, or threatens to commit a breach of, any of the provisions of Sections 1,
2, 3, 4 or 5 of this RC Agreement (the “Restrictive Covenants”), the Protected Parties shall have the following rights
and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to the Protected Parties under law or in equity: (a) the right
and remedy to seek to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, and to seek to establish
an injunction without the requirement to post bond, it being agreed that any breach or threatened breach of the Restrictive Covenants
would cause irreparable injury to the Protected Parties and that money damages would not provide an adequate remedy to the Protected Parties;
and (b) the right and remedy to (i) require Participant to pay to the Protected Parties and

(ii) offset against any distributions or other payments that Participant is entitled to receive from any member of the Company or any
of its Affiliates (whether directly or indirectly), in each case, all damages, losses, costs or expenses incurred by the Protected Parties
as the result of any action constituting a breach of the Restrictive Covenants, as determined by a court of competent jurisdiction on
a final, nonappealable basis.


 


7.              Tolling.
The Restricted Period shall be tolled by and extended by the length of any breach by Participant, to the extent permitted by law.


 


8.              Severability of Covenants. Participant acknowledges and agrees that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part
thereof, are invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full
effect without regard to the invalid portions. If this Agreement is required to be reformed in any way, it shall be reformed in the manner
to most closely reflect the intent of the parties.


 


9.              Blue-Penciling.
It is expressly understood and agreed that although Participant and the Company and its Affiliates consider the Restrictive
Covenants to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or
any other restriction contained in this Agreement is an unenforceable restriction against Participant, the provisions of this RC
Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this RC Agreement is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.


 






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