Exhibit 10.24






Exhibit 10.24




DIVERSIFIED RESTAURANT HOLDINGS, INC.

FORM OF STOCK OPTION AGREEMENT




THIS AGREEMENT, made on the 30th day of July, 2007 (hereinafter sometimes referred
to as the “Option Grant Date), by and between DIVERSIFIED RESTAURANT HOLDINGS, INC. (hereinafter
referred to as the “Company”) and _______, (hereinafter referred to as
“Optionee”).



WHEREAS, Optionee is now an officer, director or key employee of the Company, and the Company
desires to have Optionee remain as an officer, director or key employee and to afford Optionee the
opportunity to acquire or enlarge Optionee’s stock ownership in the Company, so that Optionee may
have a direct proprietary interest in the Company’s success;



NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows:



1. Grant of Option. Subject to the terms and conditions set forth herein, the Company grants
to Optionee a nonqualified stock option (the “Option”) to purchase from the Company all or any part
of Thirty Thousand (30,000) shares (“Option Shares”) of the Company’s Common Stock (“Shares”).



2. Term and Exercise of Option.




	 	a.	 	The term of the Option granted herein shall commence as of the
Option Grant Date and end six years from such date (such period referred to
sometimes hereinafter as the “Option Period”).

	 
	 	b.	 	The option shall vest and be exercisable over a three year
period according to the following schedule:







	 	(i)	 	10,000 of the Option Shares will become
exercisable on the first anniversary of the Option Grant Date;

	 
	 	(ii)	 	10,000 of the Option Shares will become
exercisable on the second anniversary of the Option Grant Date; and

	 
	 	(iii)	 	10,000 of the Option Shares will become
exercisable on the third anniversary of the Option Grant Date;






If an option becomes exercisable in a particular year, but it is not exercised in that year
then the option may be exercised in any subsequent year during the Option Period.


 


 









 






	 	a.	 	Notwithstanding the foregoing, in the event that a change in
control of the Company should occur, whether by sale of stock, sale of
substantially all of
assets of the Company, material change in the business of the Company or
other transaction, then the option provided hereunder shall immediately vest
and become exercisable in full by the Optionee with respect to all the
Option Shares.

	 
	 	b.	 	Optionee may exercise the Option with respect to any number of
shares that are eligible for exercise provided, however, that the Optionee
shall have the right to exercise the Option no more than five (5) times during
the life of such Option.

	 
	 	c.	 	The Option hereby granted shall be exercised by Optionee
delivering to the Chairman of the Company, from time to time, on any business
day, written notice specifying the number of Option Shares Optionee then
desires to purchase and reaffirming that the representations made in Section 8
hereof are true and correct as of the date of exercising the option.






3. Exercise Price.




	 	a.	 	Optionee must pay Two Dollars and 50/100 Dollars ($2.50) per
share (subject to adjustment pursuant to Section 7 hereof) for the Shares
acquired pursuant to this Agreement.

	 
	 	b.	 	Payment of the option price of the Shares shall be made in cash
at the time an Option is exercised.

	 
	 	c.	 	In addition, prior to the issuance of Shares upon exercise of
this option, the Optionee shall pay or make adequate provision for the payment
of any federal or state withholding tax obligation of the Company, if
applicable.






4. Restriction on Shares. At any time the Option Shares are not publicly traded with the
National Association of Securities Dealers Automated Quotation System, or any other national
exchange, the Company reserves to itself or its assignee the right of first refusal to purchase the
Option Shares, or any portion thereof, that an Optionee (or a subsequent transferee) proposes to
transfer to a third party. The Optionee shall provide the Company with written notice which shall
state the name of the proposed purchaser, assignee or transferee and all of the terms, conditions
and other material details of such proposed sale, assignment or transfer. The Company shall have
thirty (30) days after receipt of such notice to elect to consummate such sale, transfer or
assignment itself pursuant to the same terms, conditions and material details set forth in the
notice. If the Company does not consummate the transaction during such thirty (30) day period then
the Optionee shall have thirty (30) days in which to consummate such sale, transfer, or assignment
pursuant to such terms, conditions and material details to the purchaser named in the notice. If
the Optionee does not consummate the sale, transfer, or assignment during such 30-day period in
accordance with the terms of his original notice to the Company, such Shares shall again be subject
to the rights of first refusal contained herein. By signing a copy of this Agreement, Optionee
agrees to be bound by the terms of this Section 4.


 


 









 





5. Termination of Option.




	 	a.	 	Except as otherwise provided below, all Options hereby granted
shall terminate and be of no force or effect in accordance with the following
provisions:







	 	i)	 	whether an option is exercisable or not
exercisable it shall terminate on the expiration of the Option Period;

	 
	 	ii)	 	if an option is not exercisable then the option
shall terminate on the occurrence of either of the following
conditions:







	 	(A)	 	termination of Optionee’s
employment or position as an officer or director of the Company,
except in the case of Optionee’s retirement with the consent of
the Company;

	 
	 	(B)	 	three months after the first day
of retirement with the consent of the Company.







	 	b.	 	The Option evidenced hereby is nontransferable, and shall be
exercisable during the lifetime of Optionee only by Optionee.

	 
	 	c.	 	If Optionee ceases to be an employee, officer or director of
the Company or its affiliate by reason of death, or if Optionee dies within
three months of retirement with consent of the Company, then the Option shall
terminate whether the Option is exercisable or not.






6. Rights As a Shareholder. Optionee shall have no rights as a shareholder of the Company
with respect to any Shares covered by this Option until the issuance of a stock certificate to him
for such Shares.



7. Change in Capitalization. Upon a recapitalization or change in the capital structure of
the Company, the Board of Directors in its sole discretion shall make any adjustments as may be
appropriate in the number and kind of Shares as to which this Option shall be exercisable and in
the option rights granted in order to insure that the Optionee has the right to purchase the same
relative percentage of the Shares of the Company after the occurrence of such events or conditions
as Optionee had before the occurrence of such events or conditions. These adjustments shall be
made without change in the total price applicable to the Option and with a corresponding adjustment
in the option price per Share. Any adjustment may provide for the elimination of fractional Shares.



8. Covenants and Representations of Optionee. Optionee represents, warrants, covenants and
agrees with the Company as follows:




	 	a.	 	The Option is being received for Optionee’s own account without
the participation of any other person, with the intent of holding the Option
and the Shares issuable pursuant thereto for investment and without the intent
of
participating, directly or indirectly, in a distribution of the Shares and
not with a view to, or for resale in connection with, any distribution of
the Shares or any portion thereof;




 


 









 






	 	b.	 	Optionee is not acquiring the Option based upon any
representation, oral or written, by any person with respect to the future value
of, or income from, the Shares subject to this Option, but rather upon an
independent examination and judgment as to the prospects of the Company;

	 
	 	c.	 	Optionee has had the opportunity to ask questions of and
receive answers from the Company and any person acting on its behalf and has
received all information and data with respect to the Company that he has
requested and which he has deemed relevant in connection with his receipt of
the Option and the Shares subject thereto;

	 
	 	d.	 	Optionee is able to bear the economic risk of the investment,
including the risk of a complete loss of his investment, and Optionee
acknowledges that he must continue to bear the economic risk of the investment
in the Shares received upon Option exercise for an indefinite period;

	 
	 	e.	 	Optionee understands and agrees that the Shares subject to the
Option may be issued and sold to Optionee without registration under any state
or federal law relating to the registration of securities for sale, and in that
event will be issued and sold in reliance on exemptions from registration under
appropriate state and federal laws;

	 
	 	f.	 	The Shares issued to Optionee upon exercise of the option will
not be offered for sale, sold or transferred by Optionee other than pursuant
to:







	 	i)	 	an effective registration under applicable
state securities laws or in a transaction which is otherwise in
compliance with those laws;

	 
	 	ii)	 	an effective registration under the Securities
Act of 1933 (the “1933 Act”) or a transaction otherwise in compliance
with the 1933 Act; and

	 
	 	iii)	 	evidence satisfactory to the Company of
compliance with the applicable securities laws. The Company shall be
entitled to rely upon an opinion of counsel satisfactory to it with
respect to compliance with the foregoing laws;







	 	g.	 	The Company will be under no obligation to register the Shares
issuable pursuant to the Option or to comply with any exemption available for
sale of the Shares by the Optionee without registration, and the Company is
under no obligation to act in any manner so as to make Rule 144 promulgated
under the 1933 Act available with respect to sale of the Shares by the
Optionee;




 


 









 






	 	h.	 	A legend indicating that the Shares issued pursuant to the
Option has not been registered under the applicable securities laws and
referring to any applicable restrictions on transferability and sale of the
Shares may be placed on the certificate or certificates delivered to Optionee,
and any transfer agent of the Company may be instructed to require compliance
therewith;

	 
	 	i.	 	The agreements, representations, warranties, and covenants made
by Optionee herein with respect to the Option shall also extend to and apply to
all of the Shares of the Company issued to Optionee from time to time pursuant
to this Option. Acceptance by Optionee of the certificate(s) representing
Shares shall constitute a confirmation by Optionee that all such agreements,
representations, warranties and covenants made herein shall be true and correct
at that time.






9. Compliance with Securities Laws. Anything in this agreement to the contrary
notwithstanding, if, at any time specified herein for the issuance of Shares to Optionee, any
federal or state securities law, any regulation or requirement of the Securities and Exchange
Commission or any other governmental authority having jurisdiction shall require either the Company
or Optionee to take any action in connection with the Shares then to be issued, the issuance of the
Shares shall be deferred until that action shall have been taken; however, the Company shall be
under no obligation to take action, and the Company shall have no liability whatsoever as a result
of the non-issuance of the Shares, except to refund to Optionee any consideration tendered in
respect of the exercise price.



10. Resolution of Disputes. Any dispute or disagreement which shall arise under, as a result
of, or pursuant to, this agreement shall be determined by the Chairman of the Company, in his
absolute and sole discretion, and any such determination or any other determination by the Chairman
under or pursuant to this Agreement and any interpretation by the Chairman of the terms of this
Agreement shall be final, binding and conclusive on all persons affected thereby; provided,
however, the Board of Directors, shall have the right, in its absolute and sole discretion, to
overrule or modify any determination or interpretation made by the Chairman, in which event any
determination or interpretation by the Board or shall be final, binding and conclusive on all
persons affected thereby.



11. Notice. Any notice which either party hereto may be required or permitted to give to the
other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed
as follows: to the Chairman of the Company, or to the Company (attention of the Chairman), at 21751
W. Eleven Mile Road, Suite 208, Southfield, MI 48076, or at any other address as the Company, by
notice to Optionee, may designate in writing from time to time; to Optionee, at Optionee’s address
as shown on the records of the Company, or at any other address as Optionee, by notice to the
Company, may designate in writing from time to time.



12. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs,
legal representatives, successors and permitted assigns of the parties.


 


 









 





13. Severability. In the event that any one or more of the provisions or portion thereof
contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in
any respect, the same shall not invalidate or otherwise affect any other provisions of this
Agreement
and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or
portion thereof had never been contained herein.



14. Entire Agreement. This Agreement expresses the entire understanding and agreement of the
parties hereto. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument.



IN WITNESS WHEREOF, the parties have executed and sealed this Nonqualified Stock Option
Agreement on the date and year set forth above.



	 	 	 	 	 	 	 
	 	 	DIVERSIFIED RESTAURANT HOLDINGS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 
	 
	 	 	 	 	 	 
	[CORPORATE SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(SEAL)