Exhibit 10.55


 


DIRECTOR


NONSTATUTORY 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 Nonstatutory
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. 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 not 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 and it shall not be treated as an
Incentive Stock Option, whether or not, by its terms, it meets the requirements
of Section 422A.


 


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 5,000 shares of Common Stock, or the remaining
shares of Common Stock covered by this option if fewer than 5,000.


 


b)                                     Provided
that the Optionee is then a director of the Company, this option shall vest and
become exercisable in full on the one (1) year anniversary of the Grant
Date (the “Vesting Date”). Notwithstanding
the foregoing, all of the options granted to Optionee hereunder shall
immediately, and without further action of any party, vest upon a “change of
control” of Company. When used herein, the term “change of control” shall mean
the change of hands, within any consecutive one-month period, of more than
thirty percent (30%) of the voting stock of the Company, with the concomitant
result that the new owner or owners of such stock exercise their voting rights
to “control” the identities of the members of the Board, as the term “control”
is defined, or to which reference is made, in the regulations promulgated under
the Securities Exchange Act of 1934.


 

















 


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 a director 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 a director to the
extent this option is unvested on such date.


 


b)                                     In
the event that Optionee is removed as a director 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 a director of the Company for any reason
other than death or removal for Cause (including by Retirement or Disability,
or 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 ceases to be a director; 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 a director or (ii) the
Expiration Date.


 


d)                                     In
the event of the death of Optionee, 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 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 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. Under present Federal income tax laws, the
grant of this option will not result in taxable income to you. Generally, at
the time you exercise this option you will realize ordinary income in an amount
equal to the excess of the fair market value of the shares acquired over the
exercise price of those shares, and the Company will be entitled to a
corresponding deduction. Gains or losses realized by you upon disposition of
such shares will be treated as capital gains and losses, with the basis in such
shares equal to the fair market value of the shares at the time of exercise. Because the tax effect may vary depending on your personal
circumstances, and the tax laws may change from time to time, it is
strongly recommended that upon receipt of this option and prior to any exercise
of this option you consult with tax 


 


2

















 


counsel
or a tax advisor concerning this option and the current tax treatment relating
thereto.


 


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 Nonstatutory
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 DIRECTOR


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.


 


 


	
   

  	
   

  	
  ______-_______-______

  	
   

  
	
  Director Name
  (please print)

  	
  Social Security
  Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director
  Signature

  	
   

  	
  Date

  	
   

  



 


 


 


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


 


 


	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  Date

  	
   

  



 


A-1