Contract (July 5th, 2007)
Exhibit 4.1 EXECUTION VERSION AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- This Amendment No. 2 (the "Amendment") to the Rights Agreement, dated as of November 19, 1997, by and between Friendly Ice Cream Corporation, a Massachusetts corporation (the "Company"), and The Bank of New York ("BONY"), as amended by Amendment No. 1 to the Rights Agreement, dated as of June 17, 2007 (the "Rights Agreement"), is entered into as of July 3, 2007, by and between the Company and BONY. WHEREAS, pursuant to Section 27 of the Rights Agreement, under circumstances set forth therein, (i) the Company may supplement or amend any provision of the Rights Agreement without the approval of any holders of certificates representing Common Shares of the Company, and (ii) upon the delivery of a certificate from an appropriate officer of the Company which stat
Contract (June 19th, 2007)
EXHIBIT 2.1 ----------- EXECUTION COPY -------------- AGREEMENT AND PLAN OF MERGER by and among Friendly Ice Cream Corporation, Freeze Operations Holding Corp. and Freeze Operations, Inc. Dated as of June 17, 2007 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS.............................................2 Section 1.1 Definitions.......................................2 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME..................
Contract (April 5th, 2007)
Exhibit 10.1 AGREEMENT This Agreement made as of the 8th day of January, 2007, by and between Friendly Ice Cream Corporation, a Massachusetts corporation (the "Company"), and George M. Condos ("Employee"). WHEREAS, Employee is an executive of the Company, currently serving as its President and Chief Executive Officer; WHEREAS, the Board of Directors (the "Board") of the Company believes that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Employee to the Company without distraction notwithstanding the fact that the Company could be subject to a change of control, although no such transaction is currently being negotiated, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company; and WHEREAS, in consideration for Em
Contract (September 9th, 2005)
Exhibit 10.16 AMENDMENT TO MEMORANDUM OF AGREEMENT This Amendment (the "Amendment") by and between Friendly Ice Cream Corporation ("Friendly's") and Lawrence A. Rusinko ("Mr. Rusinko"), as of September 2, 2005 (the "Effective Date"). RECITALS WHEREAS, Friendly's and Mr. Rusinko entered into a Memorandum of Agreement on or about May 31, 2005 (the "Memorandum Agreement") to memorialize certain rights and obligations of the parties with respect to Mr. Rusinko's severance of employment from Friendly's as of May 31, 2005 (the "Separation Date"); WHEREAS, Section 409A of the Internal Revenue Code enacted by Congress in October 2004 and effective as of January 1, 2005 ("Section 409A") governs the tax treatment of nonqualified deferred compensation agreements and certain executive employment and severance agreements; WHEREAS, the Department of Treasury and Internal Revenue Service issued Notice 2