Exhibit 10.56


 


EMPLOYEE


INCENTIVE STOCK OPTION


AGREEMENT


 


POORE
BROTHERS, INC., a Delaware corporation (the “Company”),
hereby grants effective                       
(the “Grant Date”) to                                          
(the “Optionee”) an option to purchase a
total of                           
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) at a price of $          
per share. The option granted to you is subject to the terms and conditions of
the Company’s 2005 Equity Incentive Plan (the “Plan”)
and such additional terms and conditions as are set forth in this Incentive
Stock Option Agreement (the “Agreement”). The terms of the Plan are
incorporated by reference in this Agreement and govern the granting, holding
and exercise of your option as though set forth in full in this Agreement. A
copy of the Plan is attached to the Prospectus delivered to you with this
Agreement. All capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings expressly assigned thereto in the Plan.


 


1.                                       Nature of the Option. This option is intended to be an “Incentive
Stock Option” as defined in and subject to the limitations of Section 422A
of the Internal Revenue Code of 1986.


 


2.                                       Exercise of Option.


 


a)                                      This
option may be exercised by delivery of written notice to the Company in
the form attached as Exhibit A stating the number of shares of
Common Stock with respect to which the option is being exercised, making such
representations, warranties and agreements with respect to such shares of
Common Stock as may be required by the Company, and accompanied by full
payment of the purchase price therefor. Payment may be made in cash, by
check, by delivery of shares of Common Stock or in such other form or
combination of forms as shall be acceptable to the Company. This option shall
not be exercisable as to fewer than 500 shares of Common Stock, or the
remaining shares of Common Stock covered by this option if fewer than 500.


 


b)                                     Provided
that the Optionee is then employed by the Company, this option shall vest and
become exercisable in installments on the following dates:


 




	
   

  	
   

  	
                         shares

  
	
   

  	
   

  	
                         shares

  
	
   

  	
   

  	
                         shares

  






 


(each of the above dates,
a “Vesting Date”).


 


3.                                       Termination. This option shall expire five (5) years
from the Grant Date above, (the “Expiration Date”)
unless earlier terminated in accordance with the provisions hereof.


 

















 


4.                                       Early Termination.


 


a)                                      In
the event that Optionee ceases to be an employee of the Company for any reason
whatsoever (including by death, Retirement or Disability, or termination by
voluntary resignation or removal with or without Cause), this option shall
automatically terminate on the date Optionee ceases to be an employee to the
extent this option is unvested on such date.


 


b)                                     In
the event that Optionee is removed as an employee for Cause, this option shall
automatically terminate immediately upon the effective date of the notice of
such removal whether or not this option is vested or unvested on such date.


 


c)                                      In
the event that Optionee ceases to be an employee of the Company for any reason
other than death, Disability or removal for Cause (including by Retirement,
termination by voluntary resignation or removal without Cause), Optionee shall
have the right to exercise this option to the extent that Optionee was entitled
to exercise such option on the date Optionee ceased to be an employee; provided,
however, that such exercise must be made on or before the earlier of (i) the
60th day following the date Optionee ceases to be an employee or (ii) the
Expiration Date.


 


d)                                     In
the event of the Disability or death of Optionee, Optionee or Optionee’s estate
shall have the privilege of exercising this option to the extent that Optionee
was entitled to exercise such option on the date of Optionee’s Disability or death;
provided, however, that such exercise must be made on or before the earlier of (i) the
180th day following the date of Optionee’s Disability or death or (ii) the
Expiration Date.


 


5.                                       Assignment or Transfer. This option may not be assigned
or transferred and shall be exercisable only by the Optionee during the
Optionee’s lifetime.


 


6.                                       Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Arizona without giving
effect to the principles of conflicts of laws.


 


7.                                       Tax Matters.


 


a)                                      Tax
Treatment. Section 422 of the Internal Revenue Code of 1986, as
amended, provides for advantageous tax treatment upon the disposition of shares
acquired pursuant to an incentive stock option such as you have been granted
herein. Such advantageous treatment is presently only available to the extent
that the value of shares exercisable for the first time by you pursuant to all
your outstanding incentive stock options in the Company does not exceed
$100,000 in any one year, based on the fair market value of the shares on the
date of grant. Accordingly, if the total value of shares vesting under this
stock option and any other incentive stock option granted to you by the Company
exceeds the maximum amount permissible under Section 422 or any successor
statute, this stock option will be treated as an incentive stock option with 


 


2

















 


respect to the maximum
number of permissible shares and as a nonqualified stock option with respect to
the balance of shares. There is no assurance that your option will, in fact, be
treated as an incentive stock option.


 


In
addition, in order to qualify presently for incentive stock option treatment,
you must not make a “disqualifying disposition” of shares acquired pursuant to
this stock option within two (2) years from the Grant Date nor within
one (1) year after the shares are transferred to you. Although the
foregoing holding period requirements do not represent a term or condition of
this stock option, you may find that it is in your best interests to
comply with them.


 


Because
the tax effect may vary depending on your personal circumstances,
including any alternative minimum tax treatment, and the tax laws may change
from time to time, it is strongly recommended that you consult with tax counsel
or a tax advisor in order to realize any available tax benefits associated with
this stock option.


 


b)                                     Withholding.
If the exercise of any rights granted in this Agreement of the disposition of
shares following exercise of such rights results in the Optionee’s realization
of income which for federal, state or local income tax purposes is, in the
opinion of the Company, subject to withholding of tax, the Optionee will pay to
the Company an amount equal to such withholding tax (or the Company may withhold
such amount from any compensation due the Optionee) prior to delivery of
certificates evidencing the shares of Common Stock purchased.


 


8.                                       Not an Employment Agreement. This
Agreement is not an assurance of continued engagement as a director for any
period of time, including any period of time necessary to permit vesting of
your option under Paragraph 2(b) above.


 


 


IN
WITNESS WHEREOF, the Company and the Optionee have executed this Incentive
Stock Option Agreement effective on the first date mentioned above.


 


	
  THE COMPANY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  POORE BROTHERS, INC.

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
									



 


3

















 


EXHIBIT A


 


Form of Notice


 


POORE BROTHERS, INC.


 


NOTIFICATION OF EMPLOYEE


STOCK OPTION EXERCISE


 


I,                                     ,
hereby notify the Senior Vice President & Chief Financial Officer of
Poore Brothers, Inc. (the “Company”) of my request to exercise                 
(quantity) options granted on                         
at the option price of $           
per share under the terms and conditions of the Poore Brothers, Inc. 2005
Equity Incentive Plan.


 


A check in the amount of
$                       ,
payable to Poore Brothers, Inc., is attached.


 


Please register these
shares as follows and mail the certificate to the address below:


 


Name:


Address:


City/State/Zip:


 


I understand that the
Company may be entitled to a tax deduction in certain circumstances if I
decide to sell the underlying shares. I hereby agree to provide the Company
with information regarding the sale of these shares, including date of sale,
sales price per share, the number of shares sold and such other information
that they may reasonably require, or do hereby authorize my broker to
provide such information directly to the Company.


 


 


	
   

  	
   

  	
  ______-______-_______

  	
   

  
	
  Employee Name
  (please print)

  	
  Social Security
  Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Employee
  Signature

  	
   

  	
  Date

  	
   

  



 


 


 


Stock Option exercise
request received and accepted on behalf of Poore Brothers, Inc.:


 


 


 


	
  By:

  	
   

  	
  Date

  	
   

  



 


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