**Exhibit 10.61**

 

**MRS. FIELDS’ COMPANIES, INC.****PHANTOM STOCK PLAN**

 

**1.**                                      Purposeof the Plan.

** **

The purpose of the Mrs. Fields’ Companies, Inc.Phantom Stock Plan (the “Plan”) is to provide long-term incentives tocertain key employees of Mrs. Fields’ Companies, Inc., a Delaware corporation (“Mrs.Fields”).  Awards under the Plan willbe granted to a Participant (as defined below) in the form of performance units(“Performance Units”).

 

**2.**                                      AuthorizedPerformance Units; Non-Transferability.

** **

(a)                                  AuthorizedPerformance Units.  The maximumnumber of Performance Units that may be awarded under the Plan shall not exceedan aggregate of one million Performance Units. If any Performance Units awarded under the Plan are forfeited orcancelled, those Performance Units may again be awarded under the Plan.

 

(b)                                 Adjustments.  If Mrs. Fields effects a subdivision or splitof the outstanding common stock of Mrs. Fields (the “Common Stock”), thePerformance Units in effect immediately before that subdivision or split willbe proportionally increased.  Conversely,if Mrs. Fields at any time or from time to time combines the outstanding sharesof Common Stock, the Performance Units in effect immediately before thecombination shall be proportionately decreased. Any adjustment under this section is effective at the close ofbusiness on the date the subdivision, split or combination becomeseffective.  Participants have noanti-dilution protection other than as set forth in this section.

 

(c)                                  Vesting.  Except as otherwise expressly provided in theapplicable Performance Unit Grant Agreement (as defined below), all PerformanceUnits shall be fully vested upon grant.

 

(d)                                 Non-Transferability.  Performance Units, and any rights andprivileges pertaining thereto, may not be transferred, assigned, pledged orhypothecated in any manner, by operation of law or otherwise, and shall not besubject to execution, attachment or similar process.  In the event of a Participant’s death ordisability, payment of any amount due under the Plan shall be made to the dulyappointed and qualified executor or other personal representative of theParticipant to be distributed in accordance with the Participant’s will orapplicable intestacy law.

 

(e)                                  NoVoting and Dividend Rights.  NoParticipant shall be entitled to any voting rights, to receive any dividends,or to have his Account (as defined below) credited or increased as a result ofany dividends or other distribution with respect to the Common Stock.

 

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**3.**                                      Administrationof the Plan.

** **

(a)                                  General.  The Plan shall be administered by thecompensation committee (the “Committee”) of the board of directors (the “Board”)of Mrs. Fields or, if there is no compensation committee or similarlyconstituted committee, by the Board.  Theterm “Committee” shall, for all purposes of the Plan, be deemed to refer to theBoard if the Board is administering the Plan. Subject to the provisions of the Plan, the Committee shall haveexclusive power to select the key employees to be granted Performance Units, todetermine the number of Performance Units to be granted to each key employeeselected, to determine the time or times when Performance Units will begranted, and to determine the time or times, and the conditions subject towhich any Performance Units may become payable.

 

(b)                                 Interpretation.  The Committee is entitled to interpret thePlan, to adopt and revise rules and regulations relating to the Plan, todetermine the conditions subject to which any awards may be made or payable,and to make any other determinations that it believes necessary or advisablefor the administration of the Plan. Determinations by the Committee are final and binding on all partieswith respect to all matters relating to the Plan.

 

(c)                                  Amendmentof the Plan.  The Board may alter oramend the Plan from time to time without obtaining the approval of theshareholders of Mrs. Fields or any Participants.  No amendment to the Plan may materiallyalter, impair or reduce the number of Performance Units granted under the Planprior to the effective date of the amendment without the written consent of anyaffected Participant; provided, however, that no Participant’s consent shall berequired with respect to the Board’s termination of the Plan.

 

(d)                                 Fundingof the Plan.  The Plan shall at alltimes be entirely unfunded, and no provision shall at any time be made withrespect to segregating assets of Mrs. Fields for payment of any benefitshereunder.  No Participant or otherperson shall have any interest in any particular assets of Mrs. Fields byreason of the right to receive a benefit under the Plan and any suchParticipant or other person shall have only the rights of a general unsecuredcreditor of Mrs. Fields with respect to any rights under the Plan.

 

(e)                                  Expirationand Termination of Plan.  The Plan shallexpire on the date as of which the Board, in its sole discretion, determinesthat the Plan shall terminate.  NoPerformance Units shall be granted pursuant to the Plan on or after the date oftermination of the Plan, although after such date, payments shall be madepursuant to the terms of the Plan with respect to Performance Units grantedprior to the date of termination.

 

**4.**                                      Participationin Plan.

** **

Employees will be selected for participation in thePlan by the Committee.  The term “employee”means any person (including any officer) employed by Mrs. Fields or any of itsaffiliates, and no employee shall be excluded from participation in the Planbecause of his or her status as a director of Mrs. Fields.  An employee may be granted more than oneaward of Performance Units under the Plan.

 

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**5.**                                      Grantsof Performance Units.

** **

(a)                                  General.  Performance Units shall be granted to suchemployees of Mrs. Fields or its affiliates as the Committee shall determine.  The chief executive officer of Mrs. Fieldsshall make a recommendation to the Committee regarding the allocation ofPerformance Units, which recommendation will include the employees (other thanthe chief executive officer) designated to receive Performance Units and thenumber of Performance Units to be granted to each employee.  The Committee is not bound by anyrecommendation of the chief executive officer. Employees who receive a grant of Performance Units under the Plan arereferred to as “Participants.”

 

(b)                                 InitialGrant.  As soon as practicable afterthe Effective Date (as defined below), the Committee shall grant 392,418Performance Units to employees of Mrs. Fields to be allocated among thoseemployees based upon the discretion of the Committee.  In anticipation of such grants, the chiefexecutive officer of Mrs. Fields shall make an appropriate recommendation tothe Committee as described in Section 5(a) above.

 

(c)                                  PerformanceUnit Accounts.  Performance Unitsgranted to a Participant shall be credited to a Performance Unit account (an “Account”)established and maintained for that Participant.  The Account of a Participant will be therecord of Performance Units granted to him or her under the Plan.  The Account shall exist solely for accountingpurposes and shall not require a segregation of any assets of Mrs. Fields tosatisfy any obligations of Mrs. Fields hereunder.  Upon request by the Participant, or at suchtimes as determined by the Committee, Mrs. Fields shall furnish each Participantwith a statement setting forth the number of Performance Units in his or herAccount.  Such statement shall be deemedto be correct unless written notice of a dispute is delivered to the Committeewithin 30 days of the receipt of such statement by the Participant.

 

(d)                                 PerformanceUnit Grant Agreements.  Each grant ofPerformance Units shall be evidenced by a written agreement (a “PerformanceUnit Grant Agreement”), containing non-compete and non-solicitationprovisions and such other terms and conditions and in such form, notinconsistent with the Plan, as the Committee shall, in its sole discretion,provide.  The form of Performance UnitGrant Agreement approved by the Committee as of the date hereof is set forth onExhibit A attached hereto.  EachPerformance Unit Grant Agreement shall be executed by Mrs. Fields and theParticipant.

 

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**6.**                                      Paymentof Value of Performance Units.

** **

(a)                                  Payout.  Upon the completion of a transactionconstituting a Triggering Event (as defined below) and Mrs. Fields’ receipt ofall, or substantially all, of the consideration payable to Mrs. Fields inconnection therewith, Mrs. Fields shall pay, in accordance with the provisionsof this Section 6, each Participant an amount equal to the PerformanceUnit Value multiplied by the number of Performance Units held by theParticipant on the date of the Triggering Event.

 

(b)                                 TriggeringEvents.  A “Triggering Event” occursupon the first to occur of any of the following events:

 

(i)                                     Mrs.Fields completes the sale of all or substantially all of its assets in anysingle transaction or any series of related transactions.

 

(ii)                                  Mrs.Fields completes any stock sale, merger, consolidation or other transactionpursuant to which the owners of Common Stock immediately before the transactiondo not own in excess of 50% of the common stock of the entity surviving suchmerger, consolidation or other transaction. Any distribution of cash or equity(and its effect on beneficial ownership of Common Stock) to Capricorn InvestorsII, L.P. or Capricorn Investors III, L.P., is specifically excluded from thedefinition of a Triggering Event.

 

(iii)                               Mrs. Fields completesthe sale of any of its Common Stock in a public offering under the SecuritiesAct of 1933 pursuant to which Mrs. Fields receives proceeds, net of anyunderwriter’s discount and underwriter’s expense allowance, of not less than$50 million.

 

(1)                                  Form ofPayment.  Any amount payableby Mrs. Fields to a Participant hereunder may be paid in cash or through theissuance of equity securities of Mrs. Fields, as determined appropriate by theCommittee, subject to compliance with all applicable laws, including federaland state securities laws.  In the eventthe Committee elects to issue to the Participant equity securities of Mrs.Fields, the Board may condition such issuance upon the Participant’s executionand delivery to Mrs. Fields of documentation the Board determines necessary tocomply with applicable laws (including federal and state securities laws) andas otherwise determined appropriate by the Board to maintain an orderly tradingmarket for the securities of Mrs. Fields.

 

(c)                                  Determinationof Performance Unit Value.  ThePerformance Unit Value means the value of one share of Common Stock as determinedin good faith by the Board upon consideration of the merger consideration, thesales price, or the public offering price, as the case may be; and if the Boarddetermines the need, upon the advice of a reputable, independent investmentbanking firm or business valuation firm with expertise in valuing businesses ofsimilar size to Mrs. Fields.

 

(d)                                 Withholdingof Taxes.  Mrs. Fields may, in itsdiscretion, withhold from any payment under the Plan an amount sufficient tosatisfy all current or estimated future federal, state and local income taxwithholding and the Participant’s portion of any employment taxes relatingthereto.

 

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(e)                                  Satisfactionof Obligations.  Upon any payout ofthe amounts contemplated by Section 6(a) above, all obligations of Mrs.Fields to pay any amounts required under the Plan shall be deemed satisfied,and Mrs. Fields shall have no further obligation to make any payment inconnection with the Performance Units or perform any other obligationhereunder.

 

**7.**                                      Forfeitureof Performance Units.

** **

Performance Units granted to a Participant shall beforfeited and shall be of no further force or effect as to that Participant asof the date a Participant’s employment with Mrs. Fields is terminatedvoluntarily by the Participant or terminated by Mrs. Fields for “cause,” unlessnot later than 30 days after such termination date, the Committee determines,in its sole discretion, that the Participant’s Performance Units (or anyportion thereof) shall not be forfeited. For purposes of the Plan only, termination for “cause” means theParticipant’s employment with Mrs. Fields (or any of its affiliates) isterminated as a result of (i) the Participant committing a criminal offenseclassified as a felony, (ii) the Participant’s failure to perform theParticipant’s duties that is not cured within 20 days after written notice ofthe failure to perform is given to the Participant, or (iii) the Participant’sbreach of any agreement to which Mrs. Fields (or its affiliates) is a partythat is not cured within 20 days after written notice of the breach is given tothe Participant.  Except as expressly setforth in the Plan or the Performance Unit Grant Agreement, the PerformanceUnits granted to a Participant cannot be forfeited for any reason, includingwithout limitation upon death, or disability. For purposes of this Section 7, the Committee, in its discretion,shall determine the conditions and circumstances that shall constitute a “disability.”

 

**8.**                                      MiscellaneousProvisions.

** **

(a)                                  NoRight of Employment.  No employee orother person shall have any claim or right to be granted an award under thePlan.  Neither the Plan nor any actiontaken hereunder shall be construed as giving any employee any right to be retainedin the employ of Mrs. Fields.

 

(b)                                 EffectiveDate of Plan.  The Plan is adopted bythe Board and effective as of May 25, 2004 (the “Effective Date”).

 

(c)                                  Captions.  The use of captions in the Plan is forconvenience only.  The captions are notintended to provide substantive rights.

 

(d)                                 GoverningLaw.  The validity and constructionof the Plan and the instruments evidencing the Performance Units grantedhereunder shall be governed by and construed in accordance with the domesticlaws of the State of Utah without giving effect to any choice or conflict oflaw provision or rule that would cause the application of the laws of anyjurisdiction other than the State of Utah.

 

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**EXHIBIT A**

 

**PERFORMANCE UNIT GRANT AGREEMENT**

 

This Performance Unit Grant Agreement (this “Agreement”)is dated as of                                 betweenMrs. Fields’ Companies, Inc., a Delaware corporation (“Mrs. Fields”),and                                          (the “Participant”).

 

BACKGROUND

 

A.                                   Mrs.Fields has adopted the Mrs. Fields’ Companies, Inc. Phantom Stock Plan (the “Plan”).

 

B.                                     Mrs.Fields has, pursuant to the Plan, named the Participant as a participant in thePlan and desires to award certain Performance Units to the Participant.

 

C.                                     Itis a requirement of the Plan that this Agreement be delivered to and executedby both parties to evidence the Performance Units granted to the Participant.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutualcovenants hereinafter set forth and for other good and valuable consideration,the parties hereto have agreed, and do hereby agree, as set forth below.

 

**1.**                                      DefinedTerms.

** **

Capitalized terms used herein and not otherwisedefined herein have the respective meanings set forth in the Plan.

 

**2.**                                      Grantof Award.

** **

Effective on the date hereof, Mrs. Fields herebygrants to the Participant                           Performance Units under the Plan (the “Award”).  The Award will be credited to the Account tobe maintained by Mrs. Fields for the Participant.  No Award of Performance Units under the Planor this Agreement entitles the Participant to any dividend or voting rights orany other rights of a shareholder with respect to any Common Stock.

 

**3.**                                      Termof the Award.

** **

The term of the Award shall be subject to the Plan.

 

**4.**                                      Amount,Manner and Form of Payment.

** **

The amount, manner, and form of payment are governedby the Plan.

 

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**5.**                                      CovenantNot to Compete.

** **

(a)                                  Covenant.  The Participant hereby covenants and agreesthat, while the Participant is employed by Mrs. Fields or any of its affiliatesand during a period of twelve months following the date the Participant’semployment with Mrs. Fields or any of its affiliates is terminated and theParticipant is no longer employed by Mrs. Fields or any of its affiliates (thedate of such termination shall be identified in this Agreement as the “TerminationDate”), the Participant will not directly or indirectly compete (as definedin Section 5(b)below) with Mrs. Fields or its affiliates in any geographicarea in the United States in which Mrs. Fields or its affiliates now dobusiness or in which Mrs. Fields does business as of the effective date of thetermination of the Participant’s employment. It is the intention of Mrs. Fields and the Participant that thisprovision be interpreted to only prevent actual competitive harm to Mrs. Fieldsand not otherwise hinder or restrict the Participant in the Participant’sefforts to find continued employment in the Participant’s field of training andexpertise.

 

(b)                                 Directand Indirect Competition.  As usedherein, the phrase “directly or indirectly compete” shall include owning,managing, operating or controlling, or participating in the ownership,management, operation or control of, or being connected with or having anyinterest in, as a stockholder, director, officer, employee, agent, consultant,assistant, advisor, sole proprietor, partner or otherwise, any business (otherthan Mrs. Fields’) which is the same as, or similar to, or competitive with anybusiness conducted or to be conducted by Mrs. Fields or any of Mrs. Fields’subsidiaries as of the Termination Date; provided, however, that thisprohibition shall not apply to ownership of less than five percent (5%) of thevoting stock in companies whose stock is traded on a national securitiesexchange or in the over-the-counter market.

 

(c)                                  Non-solicitation,Non-Hire, and Non-Disparagement.  TheParticipant hereby agrees that, while the Participant is employed by Mrs.Fields or any of its affiliates, and, during a period of twelve monthsfollowing the Termination Date, the Participant will not, directly orindirectly, through an affiliate or otherwise, for the Participant’s account orthe account of any other person, (i) solicit business substantially similar tothe business of Mrs. Fields from any person that as of the Termination Date isor was a customer, franchisee, vendor, supplier, agent, advisor or consultantof Mrs. Fields, whether or not the Participant had personal contact with suchperson during and by reason of the Participant’s employment with Mrs. Fields orits affiliates; (ii) in any manner induce or attempt to induce any employee ofMrs. Fields or its affiliates to terminate his or her employment with Mrs.Fields or any of its affiliates; (iii) hire, employ or in any other mannerattempt to engage the services of any person formerly employed by Mrs. Fieldsif the period of time since the termination of such person’s employment withMrs. Fields is, as of the date of the subject hiring, employment or otherattempt to engage the services of such person, less than 12 months; (iv)materially and adversely interfere with the relationship between Mrs. Fields orits affiliates and any employee, contractor, franchisee, supplier, vendor,customer, agent, advisor, consultant, representative or shareholder of Mrs.Fields or any of its affiliates; or (v) disparage, denigrate or defame Mrs.Fields, its affiliates and/or related persons, or any of their businessproducts or services.

 

(d)                                 Jurisdiction.  For the sole purpose of enforcement of Mrs.Fields’ rights under this Section 5, Mrs. Fields and the Participantintend to and hereby confer jurisdiction to enforce the restrictions set forthin this Section 5 (the “Restrictions”) upon the courts of any

 

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jurisdiction within the geographical scope of the Restrictions.  If the courts of any one or more of suchjurisdictions hold the Restrictions unenforceable by reason of the breadth ofsuch scope or otherwise, it is the intention of Mrs. Fields and the Participantthat such determination not bar or in any way affect Mrs. Fields’ rights to therelief provided above in the courts of any other jurisdiction within thegeographical scope of the Restrictions, as to breaches of such covenants insuch other respective jurisdictions, such covenants as they relate to eachjurisdiction being, for this purpose, severable into diverse and independentcovenants.  In the event of any litigationbetween the parties under this Section 5, the court shall award reasonableattorneys fees to the party which prevails by enforcing the provisions of thisAgreement.

 

**6.**                                      ConfidentialInformation.

** **

(a)                                  Definition.  The term “Confidential Information”shall mean and include any information, including a formula, pattern,compilation, program, source code, device, method, technique, or process, that(i) derives independent economic value, actual or potential, from not beinggenerally known to, and not being readily ascertainable by proper means by,other persons who can obtain economic value from its disclosure or use, and(ii) that is the subject of efforts that are reasonable under the circumstanceto maintain its secrecy.  Informationthat may be included in Confidential Information includes matters of atechnical nature (including know-how, computer programs, software, source-code,accounting methods, and documentation), matters of a business nature (such asinformation about contract forms, costs, profits, Mrs. Fields’ or itsaffiliates’ employees, promotional methods, markets, market or marketing plans,sales, and client accounts), plans for further development, and any otherinformation meeting the definition of Confidential Information set forthabove.  Confidential information may alsoinclude any such information developed by the Participant for Mrs. Fields orits affiliates while an employee of Mrs. Fields or its affiliates.  “Confidential Information” does not include(i) information that is in the public domain at the time the information isacquired by the Participant, or (ii) information that later becomes publicthrough no act or omission of the Participant.

 

(b)                                 Nondisclosureand Non-Use of Confidential Information. The Participant agrees that all files, records (including electronic ordigitals records), documents, and the like relating to any ConfidentialInformation, whether prepared by the Participant or otherwise coming into theParticipant’s possession, shall remain the exclusive property of Mrs. Fields,and the Participant hereby agrees to promptly disclose such ConfidentialInformation to Mrs. Fields upon request and hereby assigns to Mrs. Fields anyrights which he or she may acquire in any Confidential Information.  The Participant further agrees not todisclose or use any Confidential Information and to use the Participant’s bestefforts to prevent the disclosure or use of any Confidential Information eitherduring the term of the Participant’s employment or consultancy or at any timethereafter, except as may be necessary in the ordinary course of performing theParticipant’s duties to Ms. Fields. After the Participant’s employment with Mrs. Fields or any of itsaffiliates is terminated and the Participant is no longer employed by Mrs.Fields or any of its affiliates, the Participant shall promptly deliver to Mrs.Fields all materials, documents, data, equipment, and other physical propertyof any nature containing or pertaining to any Confidential Information, and theParticipant shall not take from Mrs. Fields’ or its affiliates’ premises anysuch material or equipment or any reproduction thereof without the writtenconsent of Mrs. Fields.

 

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**7.**                                      Consideration; Enforceability.

** **

**The Participantacknowledges and agrees that his/her participation in the Plan and theopportunity to receive Awards thereunder constitutes full, fair and sufficientconsideration for the obligations of the Participant hereunder, specificallyincluding the covenants of the Participant set forth in Section 5 and Section 6hereof.  If any of the provisions ofSections 5 or 6 hereof is held unenforceable, the remaining provisions shallnevertheless remain enforceable, and the court making such determination shallmodify, among other things, the scope, duration, or geographic area of Section 5or 6 hereof to preserve the enforceability hereof to the maximum extent thenpermitted by law.  In addition, theenforceability of Sections 5 and 6 hereof is also subject to the injunctive andother equitable powers of a court.**

** **

**8.**                                      NoRights as a Holder of Common Stock.

** **

The Participant shall not have any rights orprivileges of a holder of Common Stock with respect to any Performance Units.

 

**9.**                                      Participant’sEmployment.

** **

Nothing in this Agreement or the Plan confers upon theParticipant any right to be employed by Mrs. Fields or interfere in any waywith the right of Mrs. Fields, as the case may be, to terminate the Participant’semployment or to increase or decrease the Participant’s compensation at anytime.

 

**10.**                               Remedies.

** **

In the event of the Participant’s breach of anyprovision of this Agreement or failure to comply with any provision of thePlan, the Committee, in its discretion, may, at any time, terminate theParticipant’s participation in the Plan. Upon such termination, the Participant shall forfeit all Awards and anyrights or privileges to which the Participant would otherwise be entitled underthe Plan.  The decision of the Committeeto terminate the Participant’s participation in the Plan (and the associatedforfeiture of Awards granted to the Participant) shall not constitute anelection of remedies and shall not limit or restrict the right or ability ofthe Committee, the Board or Mrs. Fields to exercise any other right or remedyto which it may be entitled, whether at law or in equity.

 

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**11.**                               Notices.

** **

All notices, claims, certificates, requests, demandsand other communications hereunder shall be in writing and shall be deemed tohave been duly given and delivered if personally delivered or if sent bynationally-recognized overnight courier, by telecopy, or by registered orcertified mail, return receipt requested and postage prepaid, addressed asfollows:

 

(a)                                  ifto Mrs. Fields, at:

 

Mrs.Fields’ Companies, Inc.

2855East Cottonwood Parkway, Suite 400

SaltLake City, UT 84121

Attention:  General Counsel

Facsimile:801-736-5944

Telephone:801-736-5710

 

(b)                                 ifto the Participant, at the address (or facsimile number, if any) set forth onthe signature page hereto;

 

or to such other address as the party to whom noticeis to be given may have furnished to the other party in writing in accordanceherewith.  Any such notice orcommunication will be deemed to have been received (i) in the case of personaldelivery, on the date of such delivery (or if such date is not a business day,on the next business day after the date sent), (ii) in the case ofnationally-recognized overnight courier, on the next business day after thedate sent, (iii) in the case of facsimile transmission, when received (or ifnot sent on a business day, on the next business day after the date sent), and(iv) in the case of mailing, on the third business day after the date on whichthe piece of mail containing such communication is posted.

 

**12.**                               Miscellaneous

** **

(a)                                  Waiverof Breach.  The waiver by eitherparty of a breach of any provision of this Agreement must be in writing andshall not operate or be construed as a waiver of any other or subsequentbreach.

 

(b)                                 Modificationof Rights.  The rights of theParticipant are subject to modification and termination only as provided inthis Agreement and the Plan.

 

(c)                                  GoverningLaw.  This Agreement is executed anddelivered in, and shall be governed by and construed in accordance with thelaws of, the state of Utah without giving effect to any choice or conflicts oflaw provisions (whether in the state of Utah or any other jurisdiction) thatwould cause the application of the laws of any jurisdiction other than thestate of Utah.

 

(d)                                 MutualWaiver Of Jury Trial.  THE PARTIESHEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTSRELATED HERETO.

 

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(e)                                  Taxes.The Participant acknowledges that it is his/her obligation to satisfy any andall federal, state and local taxes attributable to the Participant’sparticipation in the Plan, and the receipt of any benefit thereunder.

 

(f)                                    Counterpartsand Facsimile Execution.  ThisAgreement may be executed in two or more counterparts, all of which shall beconsidered one and the same agreement and shall become effective when one ormore counterparts have been signed by each of the parties and delivered (byfacsimile or otherwise) to the other party, it being understood that allparties need not sign the same counterpart. Any counterpart or other signature hereupon delivered by facsimile shallbe deemed for all purposes as constituting good and valid execution anddelivery of this Agreement by such party.

 

(g)                                 EntireAgreement; the Plan.  This Agreementand the Plan constitute the entire agreement between the parties with respectto the subject matter hereof and supersede all prior written or oralnegotiations, commitments, representations and agreements with respectthereto.  All of the provisions of thePlan, pursuant to which this Award is granted, are hereby incorporated byreference and made a part hereof as if specifically set forth herein, and tothe extent of any conflict between this Agreement and the Plan, the Plan shallcontrol.  The Participant herebyacknowledges receipt of a copy of the Plan.

 

(h)                                 Severability.  In the event any one or more of theprovisions of this Agreement should be held invalid, illegal or unenforceablein any respect in any jurisdiction, such provision or provisions shall beautomatically deemed amended, but only to the extent necessary to render suchprovision or provisions valid, legal and enforceable in such jurisdiction, andthe validity, legality and enforceability of the remaining provisions of thisAgreement shall not in any way be affected or impaired thereby.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Performance Unit Grant Agreement as of the date first written above.

 

MRS. FIELDS:

 
|         | MRS. FIELDS’  COMPANIES, INC. |
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| PARTICIPANT: |
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|         | Facsimile:                         |   |   |
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|         | Telephone:                         |   |   |
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