**Exhibit 10.55**

** **

**DIRECTOR**

**NONSTATUTORY STOCK OPTION**

**AGREEMENT**

 

POOREBROTHERS, INC., a Delaware corporation (the “*Company*”),hereby grants effective                          (the “*Grant Date*”) to                                              (the “*Optionee*”) an option to purchase atotal 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 ofthe Company’s 2005 Equity Incentive Plan (the “*Plan*”)and such additional terms and conditions as are set forth in this NonstatutoryStock Option Agreement (the “Agreement”). The terms of the Plan areincorporated by reference in this Agreement and govern the granting, holdingand exercise of your option as though set forth in full in this Agreement. Allcapitalized terms used in this Agreement and not otherwise defined herein shallhave the meanings expressly assigned thereto in the Plan.

 

1.                                       *Nature of the Option*. This option is not intended to be an “IncentiveStock Option” as defined in and subject to the limitations of Section 422Aof the Internal Revenue Code of 1986 and it shall not be treated as anIncentive Stock Option, whether or not, by its terms, it meets the requirementsof Section 422A.

 

2.                                       *Exercise of Option*.

 

a)                                      Thisoption may be exercised by delivery of written notice to the Company inthe form attached as Exhibit A stating the number of shares of CommonStock with respect to which the option is being exercised, making suchrepresentations, warranties and agreements with respect to such shares ofCommon Stock as may be required by the Company, and accompanied by fullpayment 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 combinationof forms as shall be acceptable to the Company. This option shall not beexercisable as to fewer than 5,000 shares of Common Stock, or the remainingshares of Common Stock covered by this option if fewer than 5,000.

 

b)                                     Providedthat the Optionee is then a director of the Company, this option shall vest andbecome exercisable in full on the one (1) year anniversary of the GrantDate (the “*Vesting Date*”). Notwithstandingthe foregoing, all of the options granted to Optionee hereunder shallimmediately, and without further action of any party, vest upon a “change ofcontrol” of Company. When used herein, the term “change of control” shall meanthe change of hands, within any consecutive one-month period, of more thanthirty percent (30%) of the voting stock of the Company, with the concomitantresult that the new owner or owners of such stock exercise their voting rightsto “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 underthe Securities Exchange Act of 1934.

 

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

 

4.                                       *Early Termination.*

 

a)                                      Inthe event that Optionee ceases to be a director of the Company for any reasonwhatsoever (including by death, Retirement or Disability, or termination byvoluntary resignation or removal with or without Cause), this option shallautomatically terminate on the date Optionee ceases to be a director to theextent this option is unvested on such date.

 

b)                                     Inthe event that Optionee is removed as a director for Cause, this option shallautomatically terminate immediately upon the effective date of the notice ofsuch removal whether or not this option is vested or unvested on such date.

 

c)                                      Inthe event that Optionee ceases to be a director of the Company for any reasonother than death or removal for Cause (including by Retirement or Disability,or termination by voluntary resignation or removal without Cause), Optioneeshall have the right to exercise this option to the extent that Optionee wasentitled 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) the60th day following the date Optionee ceases to be a director or (ii) theExpiration Date.

 

d)                                     Inthe event of the death of Optionee, Optionee’s estate shall have the privilegeof exercising this option to the extent that Optionee was entitled to exercisesuch option on the date of Optionee’s death; provided, however, that suchexercise must be made on or before the earlier of (i) the 180th dayfollowing the date of Optionee’s death or (ii) the Expiration Date.

 

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

 

6.                                       *Governing Law*. This Agreement shall be governed andconstrued in accordance with the laws of the State of Arizona without givingeffect to the principles of conflicts of laws.

 

7.                                       *Tax Matters*. Under present Federal income tax laws, thegrant of this option will not result in taxable income to you. Generally, atthe time you exercise this option you will realize ordinary income in an amountequal to the excess of the fair market value of the shares acquired over theexercise price of those shares, and the Company will be entitled to acorresponding deduction. Gains or losses realized by you upon disposition ofsuch shares will be treated as capital gains and losses, with the basis in suchshares equal to the fair market value of the shares at the time of exercise. **Because the tax effect may vary depending on your personalcircumstances, and the tax laws may change from time to time, it isstrongly recommended that upon receipt of this option and prior to any exerciseof this option you consult with tax**

 

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**counselor a tax advisor concerning this option and the current tax treatment relatingthereto.**

 

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

 

 

INWITNESS WHEREOF, the Company and the Optionee have executed this NonstatutoryStock Option Agreement effective on the first date mentioned above.

 
| THE COMPANY:              |      |   |
|---------------------------|-----------|--------|
|                      |      |   |
| POORE BROTHERS, INC. | OPTIONEE: |
|                      |      |
| By:                       |      |   | Signature: |   |   |
| Its:                      |      |   | Print Name: |   |
|                           |           |        |  |  |  |  |  |  |

 

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**EXHIBIT A**

 

**Form of Notice**

 

**POORE BROTHERS, INC.**

 

**NOTIFICATION OF DIRECTOR**

**STOCK OPTION EXERCISE**

 

I,                                        ,hereby notify the Senior Vice President & Chief Financial Officer ofPoore 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. 2005Equity Incentive Plan.

 

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

 

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

 

Name:

Address:                                               

City/State/Zip:

 

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

 

 
|                          |                    | ______-_______-______ |   |
|-------------------------------|-------------------------|-----------------------|--------|
| Director Name  (please print) | Social Security  Number |
|                          |                    |
|                          |                    |
|                          |                    |                  |   |
| Director  Signature           |                    | Date                  |   |

 

 

 

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

 

 
|   |   |   |   |
|--------|--------|--------|--------|
| By:    |   | Date   |   |

 

A-1

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