EX-10.21



 Exhibit 10.21 

PAPA MURPHY’S HOLDINGS, INC. 

2010 Management Incentive Plan 

Stock Option Agreement – Performance Vesting 

THIS AGREEMENT (the “Agreement”) is made by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the
“Company”), and [—] (the “Participant”) effective [—] (the “Effective Date”). 

RECITALS: 
 WHEREAS, the
Company has adopted the Papa Murphy’s Holdings, Inc. 2010 Management Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein
shall have the same meanings as in the Plan; and 
 WHEREAS, the Committee has determined that it would be in the best interests of the
Company and its shareholders to grant the option to purchase shares of the Company’s common stock (“Shares”) provided for herein to the Participant pursuant to the Plan and the terms set forth herein. 

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 

 

	1.	Grant of the Option  

 On the terms and conditions set forth in this Agreement and
in the Plan, the Option (defined below) shall represent the right of the Participant to purchase a number of Shares at an Exercise Price (subject to the adjustment provisions in the Plan) as set forth below. The Option is not intended to be treated
as an Incentive Stock Option that complies with Section 422 of the Code. 
  

	 	(a)	Option Grant. On [—] (the “Date of Grant”) the Company hereby grants to the Participant the right and option to purchase, on the terms and
conditions set forth in the Plan and this Agreement, [—] Shares (the “Option”), subject to adjustment as set forth in the Plan. The Option is intended to be a Nonqualified Stock
Option. 

  

	 	(b)	Death or Disability. If the Participant’s employment with the Company or any of its Subsidiaries is terminated as a result of death or Disability, then any portion of the Option that would have vested had
the Participant remained employed until the first anniversary of the date of the Participant’s termination of employment shall vest on the termination date. “Disability” means (x) if the Participant has an effective
employment agreement, service agreement or other similar agreement with the Company or a Subsidiary that defines “Disability” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination or,
(y) in the absence of such definition, the inability of the Participant to perform his duties for six (6) consecutive months as a result of incapacity due to a physical or mental disability, as determined by the Committee.










	 	(c)	Sale Event. If (i) a Sale Event occurs prior to the Participant becoming fully vested in the Option, and (ii) the Participant’s employment with the Company, any of its Subsidiaries or any acquiring
or surviving entity is terminated by the Company or its Subsidiaries due to a Without Cause Termination Event (defined below) or by the Participant for Good Reason, in each case, on or within eighteen (18) months of the consummation of such
Sale Event, then, as of the date of such termination, any service-based vesting conditions shall be waived. A “Sale Event” shall mean regardless of form thereof, consummation of (i) the dissolution or liquidation of the
Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation (other than in connection with an Initial Public
Offering) in which the outstanding shares of capital stock are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own,
directly or indirectly, a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, (iv) the sale of all or a majority of the outstanding capital stock of the Company to an unrelated
person or entity or (v) any other transaction (other than an Initial Public Offering) in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own, directly or indirectly, at least a
majority of the outstanding voting power of the successor entity immediately upon completion of the transaction. 

  

	2.	Exercise of Option 

  

	 	(a)	Vesting. 

  

	 	(i)	 Performance Vesting Conditions. Subject to the conditions set forth in this Agreement, the Option shall fully vest on a Lee Equity Qualified
Liquidation Event. A “Lee Equity Qualified Liquidation Event” shall mean the point in time at which any event occurs (including but not limited to any distribution, dividend, Sale Event or other liquidity event) as a result of which
Lee Equity has received from the Company or its subsidiaries an aggregate amount of cash and/or Liquid Securities with a value equal to or in excess of 250% of the aggregate amount of capital invested or otherwise contributed by Lee Equity to the
Company and its subsidiaries with respect to the purchase or acquisition of equity securities. For purposes of determining whether a Lee Equity Qualified Liquidation Event shall have occurred, no payments or amounts received by Lee Equity from the
Company and its subsidiaries which are not directly in respect of equity securities of the Company or its subsidiaries owned by Lee Equity (such as management fees, consulting fees or expense reimbursements) shall be included in the calculation.
“Liquid Securities” 



  
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shall mean freely tradable securities of a Company listed on the Nasdaq National Market or the New York Stock Exchange having a public float with a market value in excess of $2,000,000.


  

	 	(ii)	Substitute Performance Vesting Conditions. If an Initial Public Offering is consummated, the Committee shall have authority to establish performance vesting criteria to substitute for the performance vesting
criteria described in Section 2(a)(i) hereof. In the Committee’s sole discretion such substitute performance vesting criteria may be based on performance vesting criteria that it determines are appropriate for options to purchase stock of
a public company and may consist of substantially the same performance vesting criteria as is established for performance vesting options granted in connection with the Initial Public Offering. 


 

	 	(b)	Notice of Exercise. The Participant or the Participant’s representative may exercise the Option, to the extent vested, by giving written notice to the Company, in a form provided by the Committee, specifying
the election to exercise the Option, the number of Shares for which it is being exercised and the form of payment. The notice of exercise shall be signed by the person exercising the Option. In the event that the Option is being exercised by the
Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The Participant or the Participant’s representative shall deliver to the
Committee, at the time of giving the notice, payment in a form permissible under Section 3 of this Agreement for the full amount of the Purchase Price and applicable withholding taxes as provided below. 


 

	 	(c)	Securities Laws Requirements. No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to this Agreement, the Company may require the
Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the
Securities Act of 1933, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the
Participant to represent and warrant at the time of issuance or transfer that the Shares are being acquired only for investment purposes and without any current intention to sell or distribute such Shares. 


 

	 	(d)	 Issuance of Common Stock. After satisfying all requirements with respect to the exercise of the Option, the Committee shall cause to be issued
(in the Committee’s discretion, in un-certificated form, upon the books of the Company’s 



  
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transfer agent) the Shares as to which the Option has been exercised, registered in the name of the person exercising the Option (or in the names of such person and his or her spouse as community
property or as joint tenants with right of survivorship). Neither the Company nor the Committee shall be liable to the Participant for damages relating to any delays in issuing the Shares to him or any mistakes or errors in the issuance of the
Shares. 

  

	 	(e)	Withholding Requirements. As a condition to the exercise of the Option, the Participant shall make such arrangements as the Committee may require for the satisfaction of any Federal, state, local or foreign
withholding tax obligations that may arise in connection with the Option. 

  

	3.	Payment for Shares 

  

	 	(a)	Purchase Price. The purchase price of all Shares subject to the Option shall be the Exercise Price multiplied by the number of Shares with respect to which the Option is being exercised (the “Purchase
Price”). The “Exercise Price” shall be [—] per Share. 

  

	 	(b)	Cash or Check. All or part of the Purchase Price may be paid in cash, by certified or bank check, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company.


  

	 	(c)	Brokered Cashless Exercise. To the extent permitted by applicable law and unless otherwise provided by the Committee in connection with the exercise of the Option, all or part of the Purchase Price may be paid
from the proceeds of a sale through a broker on the date of exercise of some or all of the Shares to which the exercise relates. In such case, the Company shall have received a properly executed exercise notice, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale proceeds to pay the aggregate purchase price, and, if requested, the amount of any Federal, state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may, to the extent permitted by applicable law, enter into agreements or coordinate procedures with one or more brokerage firms. 

  

	 	(d)	Other Methods of Payment for Shares. At the sole discretion of the Committee all or any part of the Purchase Price may be paid by one or more of the following methods: 


 

	 	(i)	 Surrender of Stock. By surrendering, or attesting to the ownership of, Shares that are already owned by the Participant free and clear of any
restriction or limitation, unless the Committee specifically agrees to accept such Shares subject to such restriction or limitation. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued by the Company at
their Fair Market Value on the date of the applicable exercise of the Option. The Participant shall not surrender, or attest to the 



  
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ownership of, Shares in payment of the Purchase Price (or withholding) if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect
to this Option for financial reporting purposes that otherwise would not have occurred. 

  

	 	(ii)	Net Exercise. By reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the amount of the Purchase Price and withholding
requirements permitted to be so paid by the Company. 

 The Committee shall notify the Participant if and when it shall make
such other payment method available to the Participant. Should the Committee exercise its discretion to permit the Participant to exercise the Option in whole or in part in accordance with this Section 3(d), it shall have no obligation to
permit such alternative exercise with respect to any remaining portion of the Option or with respect to any other option to purchase Shares held by the Participant. 
  

	4.	Termination of Employment 

  

	 	(a)	Termination of Employment. If a Participant’s employment terminates for any reason, then the exercise period for the Option shall expire on the earliest of the following occasions: 


 

	 	(i)	The tenth (10th) anniversary of the Date of Grant; 

  

	 	(ii)	The date that is sixty (60) days after a Performance-Related Termination Event or a Without Cause Termination Event. A “Performance-Related Termination Event” shall mean the termination of the
Participant’s employment with the Company and its Subsidiaries as a result of the Participant’s failing to meet commercially reasonable performance objectives as determined in good faith by the Board and fails to cure such failure within
30 days following written notice to that effect. A “Without Cause Termination Event” shall mean the termination of the Participant’s employment with the Company and its Subsidiaries for any reason other than pursuant to a For
Cause Termination Event (defined below), a Performance-Related Termination Event, Disability or death; 

  

	 	(iii)	The date that is six (6) months after the termination of the Participant’s employment by reason of Disability; 

  

	 	(iv)	The date that is twelve (12) months after the termination of the Participant’s employment due to the Participant’s death; or 


 

	 	(v)	The date of notification of termination of the Participant’s employment if such termination is due to a For Cause Termination Event. A “For Cause Termination Event” shall mean the termination of
the Participant’s employment with the Company and its Subsidiaries for Cause. 


  
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 A Participant (or in the case of the Participant’s death or Disability, the
Participant’s representative) may exercise all or part of the Participant’s Option at any time before the expiration of such Option under the preceding sentence, but only to the extent that such Option has become vested pursuant to
Section 2(a) of this Agreement on or before the date Participant’s employment terminates. Except as otherwise set forth in Section 5 below, any unvested portion of the Option shall be forfeited when the Participant’s employment
terminates. 
  

	 	(b)	Leaves of Absence. For any purpose under this Agreement, employment shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing or if
continued crediting of employment for such purpose is expressly required by the terms of such leave (as determined by the Committee) or by applicable law. 

  

	5.	Repurchase Right 

  

	 	(a)	Repurchase. Following a termination of employment for any reason or no reason (a “Termination Event”) or Bankruptcy (as defined below) of the Participant, the Company or its assigns shall have
the right and option to repurchase all or any portion of the Shares purchased pursuant to the exercise of this Option and held by the Participant or any Permitted Transferee (as defined in the Company’s Amended and Restated Stockholders’
Agreement dated as of June 11, 2012 among the Company and the Stockholders party hereto). In addition, upon the Bankruptcy of any of the Participant’s Permitted Transferees, the Company or its assigns shall have the right and option to
repurchase all or any portion of the Shares held by such Permitted Transferee as of the date of such Bankruptcy. The purchase and sale arrangements contemplated by the preceding sentences of this Section 5(a) are referred to herein as the
“Repurchase”. 

 “Bankruptcy” shall mean (i) the filing of a voluntary petition under any
bankruptcy or insolvency law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Participant or any Permitted Transferee, or (ii) the Participant or any Permitted
Transferee being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Participant’s or the Permitted Transferee’s assets, which involuntarily petition or
assignment or attachment is not discharged within 60 days after its date, and (iii) the Participant or any Permitted Transferee being subject to a transfer of Shares by operation of law (including by divorce, even if not insolvent), except by
reason of death. 
  

	 	(b)	 Repurchase Price. The purchase price of the Shares subject to the Repurchase (the “Repurchase Price”) shall be the Fair Market
Value of such Shares on the date the Company provides notice of its exercise of the Repurchase pursuant to Section 5(c) below; provided that, if the termination is due to a For Cause Termination




  
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Event, a Performance-Related Termination Event or Bankruptcy, the Repurchase Price shall be the lesser of such Fair Market Value and the amount paid by the Participant to purchase such Shares.
Such Repurchase right shall terminate upon the closing of the Company’s Initial Public Offering, as a result of which, shares of the Company (or successor entity) of the same class as the Shares are registered under Section 12 of the
Exchange Act of 1934 and publicly traded on NASDAQ/NMS or any national security exchange; provided, however, that all other provisions shall remain in effect following the same until the Option has become fully vested. 


 

	 	(c)	Closing Procedure. The Company or its assigns shall effect the Repurchase (if so elected) by delivering or mailing to the Participant (and/or, if applicable, any Permitted Transferees) written notice within six
(6) months after the Termination Event or Bankruptcy or, if later, six (6) months after any exercise of the Option, specifying a Repurchase closing date within thirty (30) days after expiration of the applicable six (6) month
period. Upon such notification, the Participant and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares
to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Participant or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him,
her or them a check for the Repurchase Price of the Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such Shares by offsetting and canceling any indebtedness then owed by the Participant to the Company. At
such time, the Participant and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.


  

	6.	Transfer of Option 

  

	 	(a)	General. The Option shall be exercisable during the Participant’s lifetime, only by the Participant or by the Participant’s guardian or legal representative. Except as otherwise provided in
Section 6(b) below, the Option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) other than by beneficiary designation, will or the laws of descent and
distribution and shall not be subject to sale under execution, attachment, levy or similar process. 

  

	 	(b)	Permitted Transfers. Subject to the approval of the Committee, the Participant shall be permitted to transfer the Option, in connection with his or her estate plan, to the Participant’s spouse, siblings,
parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including trusts for such persons. 


  
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	7.	Adjustment of Shares 

 In the event of any change with respect to the outstanding
shares of Stock of the Company, the Option may be adjusted in accordance with Section 3(b) of the Plan. 
  

	8.	Non-Competition; Non-Solicitation; Confidentiality; Proprietary Rights 

  

	 	(a)	The Participant hereby agrees that during the period commencing on the date hereof and ending on the date that is six (6) months following the date of the termination of the Participant’s employment with the
Company (the “Noncompetition Period”), the Participant will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States or in any foreign country in which the Company has conducted
business, is conducting business or is then contemplating conducting business, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner,
shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Company (or any subsidiary or affiliate of the Company), and including any such
business, organization or person involving, or which is, a family member of the Participant, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted, offered or then
contemplated to be conducted or offered by the Company or its subsidiaries or affiliates; provided, however, nothing herein shall prohibit the Participant from being employed by any business, organization or person that operates in the quick service
restaurant industry and derives less than 10% of its total revenue from the sale of pizza. Without implied limitation, the foregoing covenant shall be deemed to prohibit (i) hiring or engaging or attempting to hire or engage for or on behalf of
the Participant or any such competitor any officer or employee of the Company or any of its direct and/or indirect subsidiaries and affiliates, or any former employee of the Company and any of its direct and/or indirect subsidiaries and affiliates
who was employed during the three (3) month period immediately preceding the date of such attempt to hire or engage, (ii) encouraging for or on behalf of the Participant or any such competitor any such officer or employee to terminate his
or her relationship or employment with the Company or any of its direct or indirect subsidiaries and affiliates, (iii) soliciting for or on behalf of the Participant or any such competitor any client (including all franchisees) of the Company
or any of its direct or indirect subsidiaries and affiliates, or any former client (including all franchisees) of the Company or any of its direct or indirect subsidiaries and affiliates who was a client (including all franchisees) during the three
(3) month period immediately preceding the date of such solicitation and (iv) diverting to any person (as hereinafter defined) any client (including all franchisees) or business opportunity of the Company or any of its direct or indirect
subsidiaries and affiliates. 


  
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	 	Notwithstanding anything herein to the contrary, the Participant may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than two percent (2%) of
the equity of such enterprise. Neither the Participant nor any business entity controlled by the Participant is a party to any contract, commitment, arrangement or agreement which could, following the date hereof, restrain or restrict the Company or
any subsidiary or affiliate of the Company from carrying on its business or restrain or restrict the Participant from performing his employment obligations, and as of the date of this Agreement the Participant has no business interests whatsoever in
or relating to the industries in which the Company or its subsidiaries or affiliates currently engage, and other than passive investments in the shares of public companies of less than two percent (2% ). 


 

	 	(b)	The Participant acknowledges that he has had and from time to time will have access to Confidential Information (as defined below). The Participant agrees (i) to hold the Confidential Information in strict
confidence, (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates), and (iii) not to use, directly or indirectly, any of the Confidential Information for any
purpose other than on behalf of the Company and its affiliates. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Participant by the
Company or are produced by any participant in connection with the Participant’s employment will be and remain the sole property of the Company. Upon the termination of the Participant’s employment with the Company for any reason and as and
when otherwise requested by the Company, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in
the Participant’s possession or control, shall be immediately returned to the Company. The Participant recognizes that the Company and its affiliates possess a proprietary interest in all of the Confidential Information and have the exclusive
right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Participant, except as otherwise agreed between the Company and the Participant
in writing. The Participant expressly agrees that any products, inventions, discoveries or improvements made by the Participant or the Participant’s agents or affiliates in the course of the Participant’s employment shall be the property
of and inure to the exclusive benefit of the Company. The Participant further agrees that any and all products, inventions, discoveries or improvements developed by the Participant (whether or not able to be protected by copyright, patent or
trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the
Company, and the Participant shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. 


  
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	 	(c)	During and after the Participant’s employment, the Participant shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future
against or on behalf of the Company that relate to events or occurrences that transpired while the Participant was employed by the Company. The Company shall reimburse the Participant for any reasonable out-of-pocket expenses incurred in connection
with the Participant’s performance of obligations pursuant to this Section 8(c). 

  

	 	(d)	The term “Confidential Information” shall mean information belonging to the Company which is of value to the Company or with respect to which Company has right in the course of conducting its business and the
disclosure of which could result in a competitive or other disadvantage to the Company. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms,
stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques,
formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, customer lists, studies, reports, records, books, contracts, instruments,
surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the
Company. Confidential Information includes information developed by the Participant in the course of the Participant’s employment by the Company, as well as other information to which the Participant may have access in connection with the
Participant’s employment. Confidential Information also includes the confidential information of others with which the Company has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in
the public domain, unless due to breach of the Participant’s duties under Section 8(b). 

  

	 	(e)	It is the intention of the parties that, if a court construes any provision or clause of this Section 8, or any portion thereof, to be illegal, void, unreasonable or unenforceable because of the duration of such
provision or the area or matter covered thereby, such court shall modify the duration, area, or matter of such provision and, in its modified form, such provision shall then be enforceable and shall be enforced to the fullest extent of law.


  

	9.	Miscellaneous Provisions 

  

	 	(a)	 Rights of a Shareholder of the Company. Neither the Participant nor the Participant’s representative shall have any rights as a
shareholder of the Company with respect to any Shares subject to the Option until the Participant or the Participant’s representative becomes entitled to receive such Shares by (i) filing a notice of exercise, (ii) paying the Purchase
Price and withholding obligation as 



  
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provided in this Agreement, (iii) the Company issuing the Shares and entering the name of the Participant in the register of shareholders of the Company as the registered holder of such
Shares, and (iv) satisfying such other conditions as the Board or the Committee shall reasonably require. 

  

	 	(b)	No Right to Continued Employment. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continued employment for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason,
with or without Cause. 

  

	 	(c)	Transfer Restrictions. The Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, and any applicable Federal or state laws, and the Committee may cause orders or designations to be placed upon the
books and records of the Company’s transfer agent to make appropriate reference to such restrictions. 

  

	 	(d)	Notification. Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit with the United
States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company at its principal executive office and to the Participant at the address that the Participant most recently provided to
the Company. 

  

	 	(e)	Entire Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or
understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. 

  

	 	(f)	Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. 


 

	 	(g)	Restrictive Covenants. The Participant agrees and acknowledges that the provisions of Section 8 of this Agreement are reasonable and appropriate (including the remedies set forth therein) and hereby
covenants to comply with the requirements thereof. 

  

	 	(h)	Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and
the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.



  
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	 	(i)	Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable. 

  

	 	(j)	Amendment. This Agreement shall not be amended unless such amendment is agreed to in writing by both the Participant and the Company. 


 

	 	(k)	Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of Delaware, as such laws are applied to contracts entered into and performed in such jurisdiction.


  

	 	(l)	Signature in Counterparts. This Agreement may be signed in counterparts, manually, or electronically, and each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. 

 By accepting this Award (as the Participant), I acknowledge and agree that this Stock Option award is granted under
and governed by the terms of the Papa Murphy’s Holdings, Inc. 2010 Management Incentive Plan, which is attached to and made a part of this document. In the event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 
 IN WITNESS WHEREOF, the Company and the
Participant have executed this Option Award Agreement as of the Effective Date. 
  

									
	Participant	 		 		 	Papa Murphy’s Holdings, Inc.
					
	  
	 		 		 	By:	 	  



  
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