Exhibit 10.2


CHICKEN
ACQUISITION CORP. 

INDEPENDENT DIRECTORS STOCK PLAN


          1.
Purpose of the Plan. The purpose of the Chicken Acquisition Corp.
Independent Directors Stock Plan (“Plan”) is to enable Independent Directors to
elect to receive Stock in lieu of all or any portion of their Directors Fees in
order to align their compensation with the equity interests of the Company’s
stockholders. The Plan was approved by the Board on May 1, 2007.


          2.
Definitions.


                    “Board”
shall mean the Board of Directors of the Company.


                    “Company”
shall mean Chicken Acquisition Corp., a Delaware corporation.


                    “Director
Fees” shall mean the fees paid to an Independent Director for attending a
meeting of the Board of Directors of an EPL Entity or a committee thereof, any
annual retainer paid to an Independent Director for serving as a director of an
EPL Entity or as chairperson of any committee of the Board of Directors of an
EPL Entity, and any other fees paid to an Independent Director for
extraordinary or special services as a director of an EPL Entity, in each case
as established from time to time by the Board of Directors of such EPL Entity.


                    “EPL
Entity” shall mean any of Holdings, EPL Intermediate, Inc., El Pollo Loco, Inc.
and any of their respective wholly owned subsidiaries.


                    “Fair
Market Value” of the Stock on a particular date shall be, if the Common Stock is listed
on a national stock exchange, the officially quoted closing price on such stock
exchange, or if the Common Stock is listed on the NASDAQ National Market, the
officially quoted closing price on NASDAQ, or, if the Common Stock is listed on
NASDAQ but not on the National Market, the average of the closing bid and asked
prices reported by NASDAQ, in each case on the date as of which the value is to
be determined (or if such date is not a trading day, as of the preceding
trading day), or if the Common Stock is not so listed, the fair market value
determined in good faith by the Holdings Board.


                    “Independent
Director” shall mean a director of an EPL Entity who the Board of Directors of
such EPL Entity has determined is independent in accordance with the provisions
of Item 407(a) of Regulation S-K under the Securities Exchange Act of 1934, as
amended.


                    “Holdings”
shall mean EPL Holdings, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of the Company.






                    “Holdings
Board” shall mean the Board of Directors of Holdings.


                    “Stock”
shall mean shares of Common Stock, par value $0.01 per share, of the Company,
and any other equity securities that are substituted for the Stock pursuant to
Section 6 hereof.


                    “Stockholders
Agreement” shall mean the Stockholders Agreement dated as of November 18, 2005,
among the Company and certain other stockholders of the Company, as it may be
amended from time to time.


                    “Termination
Date” shall mean the date an Independent Director’s service on the Holdings
Board terminates, for any reason, as determined by the Holdings Board.


          3.
Stock Subject to the Plan. The maximum number of shares of Stock
reserved for issuance pursuant to the Plan shall be 5000 shares, subject to
adjustment as provided in Section 6 of the Plan.


          4.
Annual Election. Each Independent Director shall be entitled to make an
annual election to receive Stock in lieu of all or any portion of the Director
Fees he or she would otherwise be entitled to receive in cash during the next
year (the “Annual Election”). The Annual Election shall be made on the election
form attached hereto as Appendix A (or on such other form as the Board shall
from time to time approve) and shall be delivered to the Secretary of the
Company and Holdings no later than December 15 of each year; provided, however,
that in 2007, the Annual Election relating to Director Fees earned in 2007 must
be delivered by July 1, 2007. The Annual Election shall apply to Director Fees
earned in the next succeeding year and shall be irrevocable after December 31
of the year in which the Annual Election is made. The Annual Election shall
specify by percentage the amount of Directors Fees that the Independent
Director elects to receive in Stock.


          5.
Payment. Stock in lieu of Director Fees shall be issued on a quarterly
basis within 30 days of the end of each calendar quarter with respect to
Director Fees earned in such quarter; provided, however, that Stock shall be issued
as soon as practicable after the Independent Director’s Termination Date or
upon a termination of the Plan pursuant to Section 11. The Independent Director
shall receive a number of shares of Stock determined by dividing (a) 100% of
the dollar amount of Director Fees the Independent Director elected to forego
during the applicable calendar quarter in exchange for Stock by (b) the Fair
Market Value of the Stock as of the last day of the applicable calendar
quarter. The Company shall not issue fractions of shares. Whenever under the
terms of this Plan a fractional share would otherwise be required to be issued,
the Independent Director shall be paid in cash for such fractional share.


          6.
Change in Capital Structure. In the event of any change in the Stock by
reason of any stock dividend, split, combination of shares, exchange of shares,
reclassification, recapitalization, merger, consolidation or other change in
capitalization or transaction, appropriate adjustment shall be made by the
Board in the number and kind


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of shares subject to the Plan and any other relevant
provisions of the Plan, whose determination shall be binding and conclusive on
all persons.


          7.
Restrictions on Transfer.


                    (a)
Except as provided in Section 13, the right to receive Stock pursuant to the
Plan (“Right”) may not be transferred, pledged, assigned, hypothecated or
otherwise disposed of in any way. The Right shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Right contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Right shall be null and void and without effect. 


                    (b)
Any Stock issued to an Independent Director pursuant to the Plan shall be
subject to the provisions contained in the Stockholders Agreement applicable to
Stock held by Management Stockholders (as defined therein) and shall be deemed
Stock (as defined in the Stockholders Agreement) for all purposes thereunder.
If an Independent Director is not a party to the Stockholders Agreement, then
the Company may, as a condition to the issuance of Stock hereunder, require
such Independent Director to become a party to the Stockholders Agreement.


          8.
Restrictive
Legends. All stock
certificates representing Stock issued pursuant to the Plan shall, unless
otherwise determined by the Board, have affixed thereto legends substantially
in the following form: 


	
 

	
 


	
 

	
“THE SHARES
 REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG
 CHICKEN ACQUISITION CORP. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A
 COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER,
 SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
 SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE
 WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS
 CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF
 THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.”


	
 

	
 


	
 

	
“THE SHARES
 REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
 ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
 SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE
 REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
 AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”





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          9.
Administration of the Plan. The Board shall have full power, discretion
and authority to interpret and administer the Plan. The Board’s interpretations
and actions shall be final, conclusive and binding on all persons for all
purposes.


          10.
Compliance
with Legal and Trading Requirements. This Plan, an Independent Director’s rights pursuant to an
Annual Election, and the Company’s obligations under this Plan and any Annual
Elections shall be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. The Company, in its reasonable discretion, may postpone the
issuance or delivery of Stock until completion of such stock exchange or market
system listing or registration, if the Stock is so listed, or qualification of
such Stock or other required action under any state or federal law, rule or
regulation as the Company may consider appropriate in order to comply with the
applicable laws, and may require any Independent Director to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Stock in compliance with applicable
laws, rules and regulations. No provisions of this Plan shall be interpreted or
construed to obligate the Company to register any Stock under federal or state
law.


          11.
Amendment or Termination of the Plan. Notwithstanding the existence of
outstanding Annual Elections, the Board may, at any time, amend or terminate
the Plan. Annual Elections in effect at the time of any amendment of the Plan
shall be subject to such amendment. Upon a termination of the Plan, all
outstanding Annual Elections shall be deemed null and void.


          12.
No Right to Renomination. Nothing in the Plan or in any Annual Election
shall confer upon any Independent Director the right to be nominated for
reelection to the Holdings Board.


          13.
Payments upon Death. In the event of an Independent Director’s death,
any Stock issuable to such Independent Director pursuant to the Plan shall be
issued to the beneficiary designated by the Director, or in the absence of an
executed beneficiary form, to the person legally entitled thereto, as
designated under his or her will, or to such heirs as determined under the laws
of intestacy for the state of his or her domicile.


          14.
No Rights as
a Stockholder. An
Independent Director shall not have any rights or privileges of a stockholder
with respect to any Stock unless and until certificates representing such Stock
shall be issued by the Company to such person.


          15.
Governing Law. The Plan and all actions taken under the Plan shall be
governed by and construed in accordance with the laws of the State of Delaware.


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APPENDIX
A


CHICKEN
ACQUISITION CORP.


Independent
Directors Stock Plan

Annual Election Form


          The
undersigned Independent Director hereby elects to receive Stock in lieu of
Director Fees pursuant to the Chicken Acquisition Corp. (the “Company”)
Independent Directors Stock Plan (the “Plan”) in accordance herewith. This
Annual Election is subject to the terms and conditions of the Plan. Any
capitalized terms used herein that are not defined shall have the meanings
given them in the Plan, a copy of which has been previously delivered to the
undersigned.


	
 

	
 

	
 

	
 


	
 

	
Name:

	
 

	
_______________________________


	
 

	
 

	
 

	
 


	
 

	
Percentage of Director Fees

	
 

	
 


	
 

	
to be paid in Stock:

	
 

	
_________%





          This
election applies to Director Fees earned in the next calendar year and is
irrevocable after December 31 of this year.


Investment Representations


	
 

	
 


	
 

	
The undersigned hereby represents and warrants to
 the Company that:


	
 

	
 


	
 

	
          $     The Stock is being acquired for my own account,
 for investment and without any present intention of distributing or reselling
 such Stock except as may be permitted under the Securities Act of 1933, as
 amended (the “Securities Act”) and applicable state securities laws;


	
 

	
 


	
 

	
          $     I understand that the Stock has not been
 registered under the Securities Act or any state securities law; that the
 Stock must be held indefinitely unless it is registered under the Securities
 Act or unless an exemption from such registration is available; that the
 Company is under no obligation to register the Stock; and, that an exemption
 from registration may not be available;


	
 

	
 


	
 

	
          $     I have a pre-existing business relationship with
 the Company or its officers, directors or controlling persons, and by reason
 of my business or financial experience I have the capacity to protect my own
 interest in connection with the purchase of the Stock; and


	
 

	
 


	
 

	
          $     I am fully aware that there may be no public
 trading market for the Stock and that I may not be able to sell or dispose of
 the Stock.





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          I
will indemnify the Company against and hold it free and harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the Stock by me is contrary to these representations and
agreements.


Transfer
Restrictions


          The
undersigned acknowledges and agrees that the Stock is subject to the
restrictions on transfer set forth in the Plan, the terms of which are hereby
incorporated herein by reference.


          The
undersigned acknowledges and agrees that the Company may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of the
Stock does not violate the Securities Act or applicable state securities laws
and that the certificates for the Stock will bear appropriate legends
prohibiting the transfer thereof except in compliance with the terms hereof and
applicable federal and state securities laws.


Tax Consequences


          The
undersigned understands that the acquisition of the Stock in lieu of Director
Fees could result in adverse tax consequences. The undersigned has consulted
with any tax consultants he deems advisable in connection with this election and
he is not relying on the Company for any tax advice.


	
 

	
 

	
 

	
 


	
Date:

	
_______________________________

	
 

	
_______________________________


	
 

	
 

	
Signature





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