EXHIBIT 10.23


TURBOCHEF TECHNOLOGIES, INC.
2003 STOCK INCENTIVE PLAN

NONQUALIFIED
STOCK OPTION AGREEMENT

	
  Employee/Optionee:
	
  ____________________

	
   
	
   

	
  Number of Shares:
	
  _____________ Shares

	
   
	
   

	
  Option Exercise Price:
	
   

	
   
	
   

	
  Grant Date:
	
   







	
  Vesting Schedule:
	
   
	
  No. Shares
	
   
	
  Date

	
   
	
   
	
  



  	
   
	
  



  
	
   
	
   
	
  __________
	
   
	
  ______

	
   
	
   
	
  __________
	
   
	
  ______

	
   
	
   
	
  __________
	
   
	
  ______




                     THIS
OPTION AGREEMENT (the “Agreement”)
is entered into as of the      day of        , 2003, by and between TURBOCHEF TECHNOLOGIES, INC., a Delaware
corporation (the “Company”), and
the individual designated above (the “Optionee”).

W
I T N E S S E T H:


                    WHEREAS,
the TurboChef Technologies, Inc. 2003 Stock Incentive Plan (the “Plan”) was
adopted by the Company, effective October 29, 2003; and


                    WHEREAS,
as of the date hereof, the Committee responsible for administration of the
Plan granted the Option as provided herein;


                    NOW,
THEREFORE, the parties agree as follows:


1.       Grant
of Option.


          1.1     Option.  An option to purchase shares of the
Company’s Common Stock (the “Shares”)
is hereby granted to the Optionee (the “Option”).


          1.2     Number
of Shares.  The number of Shares
that the Optionee can purchase upon exercise of the Option and the dates upon
which the Option can first be exercised are set forth above.

          1.3     Option
Exercise Price.  The price the
Optionee must pay to exercise the Option (the “Option Exercise Price”) is set
forth above.

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          1.4     Date of
Grant.  The date the Option is
granted (the “Grant Date”) is set
forth above.

          1.5     Type
of Option. The Option is intended to be a Nonqualified Stock Option.  It is not intended to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended from time to time, or any successor provision
thereto.

          1.6     Construction.  This Agreement shall be construed in
accordance and consistent with, and subject to, the provisions of the Plan (the
provisions of which are incorporated herein by reference) and, except as
otherwise expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the Plan.


          1.7     Condition.  The Option is conditioned on the Optionee’s
execution of this Agreement.  If this
Agreement is not executed by the Optionee, it may be canceled by the Committee.


2.
     Duration.

         The
Option shall be exercisable to the extent and in the manner provided herein for
a period of ten (10) years from the Grant Date (the “Exercise Term”); provided, however, that the Option may be
earlier terminated as provided in Section 1.7
and Section 5.

3.
     Vesting.

         The
Option shall vest, and may be exercised, with respect to the Shares, on or
after the dates set forth above, subject to earlier vesting of the Option as
provided in Section 5 and subject
to earlier termination of the Option as provided in Section 1.7 and Section 5
or in the Plan.  The right to purchase
the Shares as they become vested shall be cumulative and shall continue during
the Exercise Term unless sooner terminated as provided herein.  Notwithstanding
the foregoing, if the Optionee is a non-exempt employee for purposes of the Fair
Labor Standards Act of 1938 (“FLSA”), the Optionee may not exercise any
Option (even if the Option is otherwise vested) prior to the date that is six
(6) months after the Grant Date unless the Optionee’s employment has terminated
due to death, Disability, or Retirement or unless a Change in Control has
occurred after the Grant Date.

4.
     Manner of Exercise and Payment.


          4.1     Delivery.  To exercise the Option, the Optionee must
deliver a completed copy of the Option
Exercise Form, attached hereto as Exhibit
A, to the address indicated on such Form or such other address
designated by the Company from time to time. 
The Option may be exercised in whole or in part with respect to the
vested Shares; provided, however, the Committee may establish a minimum number
of Shares (e.g., 100) for which an Option may be exercised at a particular
time.  Within thirty (30) days of
delivery of the Option Exercise Form, the Company shall deliver certificates
evidencing the Shares to the Optionee, duly endorsed for transfer to the
Optionee, free and clear of all liens, security interests, pledges or other
claims or charges.  Contemporaneously
with the delivery of the Option Exercise Form, Optionee shall tender the Option
Exercise Price to the Company, by cash, check, wire transfer or such other
method of 


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payment (e.g., delivery
of, or attestation to, Shares already owned) as may be acceptable to the
Committee pursuant to the Plan.

          4.2     No
Rights as Stockholder.  The Optionee
shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to any Shares subject to the Option until (i) the Option
shall have been exercised pursuant to the terms of this Agreement and the
Optionee shall have paid the full purchase price for the number of Shares in
respect of which the Option was exercised, (ii) the Company shall have issued
and delivered the Shares to the Optionee, and (iii) the Optionee’s name shall
have been entered as a stockholder of record on the books of the Company, whereupon
the Optionee shall have full voting and other ownership rights with respect to
such Shares.

5.
     Termination of Employment.

          5.1     Termination
by Death.  In the event the Optionee
dies while actively employed by the Company, all outstanding unvested Options
granted to the Optionee shall immediately vest, and thereafter all vested
Options shall remain exercisable at any time prior to the end of the Exercise
Term, or for one (1) year after the date of death, whichever period is shorter,
by such person(s) as shall have been named as the Optionee’s beneficiary, or in
the absence of a designated beneficiary, by the executor or representative of
the Optionee’s estate.


          5.2     Termination
by Disability.  If the Optionee’s
employment with the Company is terminated by reason of Disability, all
outstanding unvested Options granted to the Optionee shall immediately vest as
of the date the Committee determines the definition of Disability to have been
satisfied by the Optionee, and thereafter all vested Options shall remain
exercisable at any time prior to the end of the Exercise Term, or for one (1)
year after the date that the Committee determines the definition of Disability
to have been satisfied, whichever period is shorter.

          5.3     Termination
for Cause.  If the Optionee’s
employment with the Company is terminated by the Company for Cause, all
outstanding unvested Options granted to the Optionee shall expire immediately,
and the Optionee’s right to exercise any then outstanding Options (whether or
not vested) shall terminate immediately upon the date that the Committee
determines is the Optionee’s date of termination of employment.

          5.4     Termination
of Employment for Other Reasons.  If
the Optionee’s employment is terminated by the Company without Cause, or the
Optionee voluntarily terminates his employment (including upon Retirement), all
outstanding unvested Options shall expire, and any Options vested as of his
date of termination shall remain exercisable at any time prior to the end of the Exercise Term or for three
(3) months after his date of termination of employment, whichever period is
shorter.

          5.5     Service
as a Director/Employment with a Subsidiary.  For purposes of this Section and Section 10, employment with the
Company includes employment with any subsidiary of the Company and service as a
Director of the Company or subsidiary shall be considered employment with the
Company.  A change of employment between
the Company and any subsidiary or between subsidiaries is not a termination of
employment under this Agreement.


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6.
     Nontransferability.

         The
Option shall not be transferable other than by will or by the laws of descent
and distribution, and during the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee.

7.
     Securities Law Restrictions.

         The
Option may not be exercised at any time unless, in the opinion of counsel for
the Company, the issuance and sale of the Shares issued upon such exercise is
exempt from registration under the Securities Act of 1933, as amended, or any
other applicable federal or state securities law, rule or regulation, or the
Shares have been duly registered under such laws.  The Company intends to register the Shares issuable upon the
exercise of the Option; however, until the Shares have been registered under
all applicable laws, the Optionee shall represent, warrant and agree, as a
condition to the exercise of the Option, that the Shares are being purchased
for investment only and without a view to any sale or distribution of such
Shares and that such Shares shall not be transferred or disposed of in any
manner without registration under such laws, unless it is the opinion of
counsel for the Company that such a disposition is exempt from such
registration.  The Optionee acknowledges
that an appropriate legend giving notice of the foregoing restrictions shall
appear conspicuously on all certificates evidencing the Shares issued upon the
exercise of the Option.

8.
     Limitation or Cancellation of Award.


         If
the Optionee engages in any “Detrimental Activity” (as defined in the Plan),
the Committee may, notwithstanding any other provision in this Agreement to the
contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit any
unexpired, unexercised or deferred 
Option as of the first date the Optionee engages in the Detrimental
Activity, unless sooner terminated by operation of another term of this Agreement,
the Plan or any other agreement.  In
addition, if the Optionee exercises an Option hereunder at any time during the
period beginning six months prior to the date the Optionee first engages in any
Detrimental Activity and ending on the date six months after the date the
Optionee ceases to engage in any Detrimental Activity, the Optionee shall be
required to pay to the Company the excess of the fair market value of the
Shares subject to the Option exercised over the total exercise price for such
Shares.


9.
     Effect of Change in Control.

          9.1     Vesting.  Upon the consummation of a Change in
Control, all outstanding unvested Options shall become immediately and fully
exercisable, and shall remain exercisable as otherwise provided in this
Agreement.

          9.2     Termination
of Options.  The Committee, in its
discretion, may terminate the Option upon a Change in Control; provided,
however, that at least 30 days prior to the Change in Control (or, if not
feasible to provide 30 days notice, within a reasonable period prior to the Change
in Control), the Committee notifies the Optionee that the Option will be
terminated and provides the Optionee, either, at the election of the Committee,
(i) a cash payment equal to the difference between the Fair Market Value of the
vested Options (including Options that would become vested upon the Change in
Control in accordance with Section 9.1
above) and the 

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Exercise Price for such
Options, computed as of the date of the Change in Control and to be paid no
later than 3 business days after the Change in Control, or (ii) the right to
exercise all vested Options (including Options that would become vested upon
the Change in Control in accordance with Section
9.1 above) immediately prior to the Change in Control.

          9.3     Liquidation/Dissolution.  Upon the
effective date of the liquidation or dissolution of the Company without a
successor, the Option shall terminate; provided that the Optionee shall, in
such event, have the right immediately prior to such dissolution or
liquidation, to exercise this Option in whole or in part whether or not
previously vested.

10.
   No Right to Continued Employment.

         Nothing
in this Agreement or the Plan shall be interpreted or construed to confer upon
the Optionee any right with respect to continuance of employment by the Company
or any subsidiary, nor shall this Agreement or the Plan interfere in any way
with the right of the Company or a subsidiary to terminate the Optionee’s
employment at any time.

11.
   Adjustments.

         In
the event of a change in capitalization, the Committee may make appropriate
adjustments to the number and class of Shares or other stock or securities
subject to the Option and the purchase price for such Shares or other stock or
securities.  The Committee’s adjustment
shall be made in accordance with the provisions of Section 4.4 of the Plan and
shall be effective and final, binding and conclusive for all purposes of the
Plan and this Agreement.

12.
   Withholding of Taxes.

         The
Company shall have the right to deduct from any distribution of cash to the
Optionee an amount equal to the federal, state and local income taxes and other
amounts as may be required by law to be withheld (the “Withholding Taxes”) with respect to the
Option.  If the Optionee is entitled to
receive Shares upon exercise of the Option, the Optionee shall pay the
Withholding Taxes (if any) to the Company in cash prior to the issuance of such
Shares.  In satisfaction of the
Withholding Taxes, the Optionee may make a written election (the “Tax Election”), which may be accepted or
rejected in the discretion of the Committee, to have withheld a portion of the
Shares issuable to him or her upon exercise of the Option, having an aggregate
Fair Market Value equal to the minimum required Withholding Taxes, provided
that, if the Optionee may be subject to liability under Section 16(b) of the
Exchange Act, the election must comply with the requirements applicable to
Share transactions by such Optionee.

13.
   Modification of Agreement.


         Except
as provided in Section 9, this
Agreement may be modified, amended, suspended or terminated, and any terms or
conditions may be waived, only by a written instrument executed by the parties
hereto.


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14.
   Severability.

         Should
any provision of this Agreement be held by a court of competent jurisdiction to
be unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full
force in accordance with their terms.

15.
   Governing Law.

         The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Delaware without giving effect to the
conflicts of laws principles thereof.

16.
   Successors in Interest.

         This
Agreement shall inure to the benefit of and be binding upon each successor
corporation to the Company.  This
Agreement shall inure to the benefit of the Optionee’s legal representatives.  All obligations imposed upon the Optionee
and all rights granted to the Company under this Agreement shall be final,
binding and conclusive upon the Optionee’s heirs, executors, administrators and
successors.

17.
   Resolution of Disputes.

         Any
dispute or disagreement which may arise under, or as a result of, or in any way
relate to, the interpretation, construction or application of this Agreement
shall be determined by the Committee. 
Any determination made hereunder shall be final, binding and conclusive
on the Optionee and the Company for all purposes.

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          IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.

	
   
	
   
	
  TURBOCHEF
  TECHNOLOGIES, INC.

	
   
	
   
	
   

	
   
	
  By:
	
   
	
   

	
   
	
   
	
  

  
	
   
	
  Name:
	
   
	
   

	
   
	
   
	
  



  
	
   
	
  Title:
	
   
	
   

	
   
	
   
	
  



  



          By
signing below, Optionee hereby accepts the Option subject to all its terms and
provisions and agrees to be bound by the terms and provisions of the Plan.  Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee responsible
for administration of the Plan, upon any questions arising under the Plan.  Optionee authorizes the Company to withhold,
in accordance with applicable law, from any compensation payable to him or her,
any taxes required to be withheld by federal, state or local law as a result of
the grant, existence or exercise of the Option.

	
   
	
   
	
  OPTIONEE

	
   
	
   
	
   

	
   
	
  Signature:
	
   
	
   

	
   
	
   
	
  



  
	
   
	
  Name:
	
   
	
   

	
   
	
   
	
  



  



[EXHIBIT FOLLOWS]

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EXHIBIT
A

OPTION
EXERCISE FORM

          I,
_____________________________, do hereby exercise the Option with a Grant Date
of _____________________ granted to me pursuant to the Option Agreement. The
Shares being purchased and the Total Option Exercise Price are set forth below:

	
   
	
   

	
  Number of Shares:
	
  ________________ Shares

	
   
	
   

	
  Option Exercise Price Per Share
	
  $__________ per Share

	
   
	
   

	
  Total Option Exercise Price:
	
  = 
  $____________.

	
   
	
   




The Total Option Exercise
Price is included with this Form.

	
   
	
   
	
  Date: 
  ___________________

	
  

  	
   
	
   

	
  Signature
	
   
	
   




Send or deliver this Form
with an original signature to:

TurboChef Technologies, Inc.
10500 Metric Drive, Suite 128

Dallas, Texas 75243

Attn:  ____________________