Exhibit 10.22

INDEPENDENT DIRECTOR FORM

NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT,
dated as of __________, between Chicken Acquisition Corp., a Delaware
corporation (the Company), and __________ (the Optionee).

W I T N E S S
E T H:

WHEREAS,
the Company, acting through its Board of Directors (the Board) has granted to the
Optionee, effective as of the date of this Agreement, an option to purchase
shares of common stock, par value $.01, of the Company (the Common Stock) on
the terms and subject to the conditions set forth in this Agreement;

NOW,
THEREFORE, in consideration of the premises and of the mutual agreements
contained in this Agreement, the parties hereto agree as follows:

SECTION
1. Definitions. As used in this Agreement, the following terms have the
meanings set forth below:

Affiliate
shall
have the meaning assigned to such term in Rule 12b-2 promulgated under the
Exchange Act.

Board
has the
meaning ascribed to such term in the first recital of this Agreement.

Cause
means action by the Optionee that constitutes misconduct, dishonesty, the
failure to comply with specific directions of the Board or the board of
directors of EPL, Inc., a deliberate and premeditated act against the Company
or its Affiliates, the commission of a felony or substance abuse or alcohol
abuse which renders the Optionee unfit to perform his duties as a member of the
board of directors. Any resignation from the board of directors in anticipation
of an involuntary expulsion from the board shall be deemed to be a termination
for Cause.

Change
in Control shall mean:

| |     |                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the failure
  of the Permitted Holders collectively to beneficially own at least 40% of the
  total then outstanding Shares (unless such failure occurs as a result of a
  Public Offering);       
| |     |                                                                                                                                                                                                    
| | (b) | there is
  consummated a sale, in one or more related transactions, of all or
  substantially all of the assets of the Company and its Subsidiaries to a
  Person other than a Permitted Holder; or
| |     |                                                                                                                                                                                                    
| | (c) | approval by
  the Stockholders of a complete liquidation or dissolution of the Company.                                                                                                            

Common
Stock
has the meaning ascribed to such term in the first recital of this Agreement.

---



EPL,
Inc.
shall mean El Pollo Loco, Inc., a Delaware corporation.

Exercise
Notice has the meaning ascribed to such term in Section 5 of this Agreement.

Fair
Market Value of a share of Common Stock on any date shall be, if
the Common Stock is listed on a national stock exchange, the officially quoted
closing price on such stock exchange, or if the Common Stock is listed on the
NASDAQ National Market, the officially quoted closing price on NASDAQ, or, if
the Common Stock is listed on NASDAQ but not on the National Market, the
average of the closing bid and asked prices reported by NASDAQ, in each case on
the date as of which the value is to be determined (or if such date is not a
trading day, as of the preceding trading day), or if the Common Stock is not so
listed, the fair market value determined in good faith by the Board.

Option
has the meaning ascribed to such term in Section 2 of this Agreement.

Option
Shares
has the meaning ascribed to such term in Section 2 of this Agreement.

Option
Term
has the meaning ascribed to such term in Section 3 of this Agreement.

Person
means
any individual, partnership, limited liability company, corporation, group,
trust or other legal entity.

Permitted
Holders shall
mean any of the following: Trimaran Fund II, L.L.C., Trimaran Parallel Fund II,
L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Fund (Trimaran)
Partners, CIBC Capital Corp., Trimaran Pollo Partners, L.L.C. (or any
investment fund or other entity directly or indirectly Controlled by or under
common Control with any of the foregoing).

Public
Offering shall
mean an underwritten initial bona fide public offering of Company Common Stock
after which such Company Common Stock will be listed and traded on the New York
Stock Exchange or the American Stock Exchange, or quoted on the National
Association of Securities Dealers Automated Quotation System, in each case,
pursuant to an effective registration statement under the Act, with an
aggregate public offering price of at least $50,000,000.

Shares
 means,
collectively, the shares of Common Stock subject to the Option, whether such
shares are Option Shares or Vested Shares.

Stockholders
Agreement means the Stockholders Agreement, dated as of
November 18, 2005, among the
Company, and certain other stockholders of the Company, as it may be amended
from time to time.

Vested
Shares
means the option Shares with respect to which the Option is exercisable at any
particular time.

2

---



SECTION
2. Option; Option Price. On the terms and subject to the conditions of
this Agreement, the Optionee shall have the option (the Option) to purchase up to
_______ shares (the Option Shares) of Common Stock at the price of $_____ per
Option Share (the Option Price).

SECTION
3. Term. The term of the option (the Option Term) shall commence on
the date hereof and expire on the tenth anniversary of the date hereof, unless
the Option shall theretofore have been terminated in accordance with the terms
of this Agreement.

SECTION
4. Time of Exercise.

(a)
Unless accelerated as otherwise provided in Section 4(b), 4(c), 13(b) of this
Agreement, the Option shall become exercisable as to 100% of the Option Shares
on the seventh anniversary of the date hereof.

(b)
(i) On the last day of each of the Companys fiscal years beginning with the
fiscal year ending December 27, 2006 through the fiscal year ending December
31, 2011 (each, an Accelerated Vesting Date), the Option shall immediately
become exercisable as to 20% of the Option Shares.

(c)
Except as otherwise provided in Section 7, the Option shall remain exercisable
as to all such Vested Shares until the expiration of the Option Term.

SECTION
5. Procedure for Exercise.

(a)
The Option may be exercised with respect to Vested Shares, from time to time,
in whole or in part (but for the purchase of whole shares only), by delivery of
a written notice (the Exercise Notice) from the Optionee to the Company,
which Exercise Notice shall:

| |                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) 
  state that the Optionee elects to exercise the Option;                                                                                                                                                    
| |                                                                                                                                                                                                                  
| | (ii) 
  state the number of Vested Shares with respect to which the Optionee is
  exercising the Option;                                                                                                         
| |                                                                                                                                                                                                                  
| | (iii) 
  in the event that the Option shall be exercised by the representative of the
  Optionees estate pursuant to Section 10, include appropriate proof of the
  right of such Person to exercise the Option;
| |                                                                                                                                                                                                                  
| | (iv) 
  state the date upon which the Optionee desires to consummate the purchase of
  such Vested Shares (which date must be prior to the termination of the
  Option); and                                     

3

---



| |                                                                                
| | -------------------------------------------------------------------------------
| | (v) 
comply with such further provisions as the Company may reasonably require.

(b)
Payment of the Option Price for the Vested Shares to be purchased on the
exercise of the Option shall be made by certified or bank cashiers check
payable to the order of the Company, delivery of shares of Common Stock held
for at least six months, valued at their Fair Market Value as of the trading
day immediately prior to the date of exercise or by a combination of any of the
foregoing means of payment.

(c)
As a condition to the exercise of the Option and prior to the issuance of any
Vested Shares, the Optionee (or the representative of his estate) shall be
required to execute the Stockholders Agreement with respect to the Option
Shares.

(d)
The Company shall be entitled to require, as a condition of delivery of the
Vested Shares, that the Optionee agree to remit and when due an amount in cash
sufficient to satisfy all current or estimated future federal, state and local
withholding, and employment taxes relating thereto.

SECTION
6. Dividends. Upon the payment of a dividend with respect to the Common
Stock, the Optionee shall be entitled to receive the economic equivalent of
such dividend as if all Options had been exercised for Common Stock prior to
the payment of the dividend.

SECTION
7. Termination of Employment. All or any part of the Option, to the
extent unexercised, shall terminate immediately upon the Optionees termination
of service as a member of the board of directors with the Company or any of its
Affiliates, except that the Optionee shall have ninety (90) days following the
date of such termination of employment to exercise any portion of the Option
that he could have exercised on the date of such termination of employment; provided,
however, that such exercise must be accomplished prior to the expiration
of the Option Term. Notwithstanding the foregoing, if the Optionees
termination of service is due to his retirement, total and permanent disability
(as determined by the Board) or death, the Optionee, or the representative of
the estate of the Optionee, as the case may be, may exercise any portion of the
Option which the Optionee could have exercised on the date of such termination
for a period of nine months thereafter; provided, however, that
such exercise must be accomplished prior to the expiration of the Option Term.
Notwithstanding the foregoing, in the event of a termination of the Optionees
service on the board of directors of the Company or any of its Affiliates for
Cause, the unexercised portion of the Option shall terminate immediately and
the Optionee shall have no right thereafter to exercise any part of the Option.
Notwithstanding the preceding, any portion of the Option which is not exercisable
at the time of termination of the Optionees service as a member of the board
of directors (for any reason) shall terminate and become null and void.

SECTION
8. No Rights as a Stockholder. Except as set forth in Section 6, the
Optionee shall not have any rights or privileges of a stockholder with respect
to any Shares unless and until certificates representing such Shares shall be
issued by the Company to such Optionee.

4

---



SECTION
9. Additional Provisions Related to Exercise. In the event of the
exercise of the Option at a time when there is not in effect a registration
statement under the Securities Act of 1933, relating to the Shares, the
Optionee hereby represents and warrants, and by virtue of such exercise shall
be deemed to represent and warrant to the Company that the Option Shares are
being acquired for investment only and not with a view to the distribution
thereof, and the Optionee shall provide the Company with such further
representations and warranties as the Board may reasonably require in order to
ensure compliance with applicable federal and state securities, blue sky and
other laws. No Shares shall be purchased upon the exercise of the Option unless
and until the Company and/or the Optionee shall have complied with all
applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.

SECTION
10. Restriction on Transfer.

(a)
The Option may not be transferred, pledged, assigned, hypothecated or otherwise
disposed of in any way by the Optionee and may be exercised during the lifetime
of the Optionee only by the Optionee. If the Optionee dies, the Option shall
thereafter be exercisable, during the period specified in Section 7, by the
representative of his estate to the full extent to which the Option was
exercisable by the Optionee at the time of his death. The Option shall not be
subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without effect.

(b)
Any shares issued to the Optionee upon exercise of the Option shall be subject
to the restrictions contained in the Stockholders Agreement and shall be deemed
Stock (as defined in the Stockholders Agreement) for all purposes thereunder.

SECTION
11. Restrictive Legend. All stock certificates representing shares
issued upon exercise of the Option shall, unless otherwise determined by the
Board, have affixed thereto a legend substantially in the following form:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THE
  SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
  AGREEMENT AMONG CHICKEN ACQUISITION CORP. AND CERTAIN MINORITY STOCKHOLDERS
  NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF
  THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN
  ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF
  THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY
  ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.

THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR

5

---



INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

SECTION
12. Adjustment.

(a)
Subject to Section 10(b), if the Common Stock is changed by reason of a stock
split, reverse stock split, stock dividend or recapitalization, or converted
into or exchanged for other securities as a result of a merger, consolidation
or reorganization, the Board shall make such adjustment in the number and class
of shares of stock subject to the Option, and such adjustments to the Option
Price, as shall be equitable and appropriate in its good faith judgment under
the circumstances.

(b)
The following rules shall apply in connection with the occurrence of a Public
Offering or Change in Control, as applicable: If a Public Offering occurs or if
a Change in Control occurs following the Effective Date, the Optionee shall be
given (A) written notice of such Public Offering or Change in Control, as
applicable, at least 20 days prior to its proposed effective date (as specified
in such notice) and (B) an opportunity during the period commencing with
delivery of such notice and ending 10 days prior to such proposed effective
date, to exercise the Option in full, contingent upon the effectiveness of such
Public Offering or Change in Control. Upon the occurrence of the Public
Offering, the Option shall thereafter be fully vested and remain exercisable in
accordance with the terms of the original grant. Upon the occurrence of a
Change in Control, the Option shall be fully vested provided however that, to
the extent the Option is not exercised, the Option shall automatically
terminate unless provision is made in connection with the Change in Control, as
applicable for the assumption of the Option by, or the substitution for the
Option of new options covering the stock of, the surviving successor of
purchasing corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number, kind and option price of shares subject to the
Option.

(c)
The following rules shall apply in connection with Section 12(a) and (b) above:

| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) 
  no fractional shares shall be issued as a result of any such adjustment, and
  any fractional shares resulting from the computations pursuant to Section
  13(a) or (b) shall be eliminated without consideration from the Option;
| |                                                                                                                                                                                                                                          
| | (ii) 
  no adjustment shall be made for the issuance to stockholders of rights to
  subscribe for additional shares of Common Stock or other securities; and                                                                             
| |                                                                                                                                                                                                                                          
| | (iii) 
  any adjustment referred to in Section 13(a) or (b) shall be made by the Board
  in its sole discretion and shall be conclusive and binding on the Optionee.                                                                     

6

---



SECTION
13. Notices. All notices, claims, certificates, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly given and delivered if personally delivered or if sent by nationally
recognized overnight courier, by telecopy or by registered or certified mail,
return receipt requested and postage prepaid, addressed as follows:

| |     |                                  
| | --- | ---------------------------------
| | (a) | if to the
  Company, to it at:   
| |     |                                  
| |     | Chicken
  Acquisition Company    
| |     | c/o Trimaran
  Capital Partners  
| |     | 622 Third Avenue, 35th Floor     
| |     | New York, NY 10017               
| |     |                                  
| |     | Attn:                            
| |     |                                  
| |     | With a copy
  to:                
| |     |                                  
| |     | General
  Counsel                
| |     | El Pollo
  Loco                  
| |     | 3333
  Michelson Drive, Suite 550
| |     | Irvine, CA
  92612               
| |     |                                  
| |     | Facsimile:
  (949) 251-1703      

(b) if
to the Optionee, to him at such Optionees address as most recently supplied to
the Company and set forth in the Companys records or to such other address as
the party to whom notice is to be given may have furnished to the other party
in writing in accordance herewith. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date
of such delivery (or if such date is not a business day, on the next business
day after the date sent), (ii) in the case of nationally-recognized overnight
courier, on the next business day after the date sent, (iii) in the case of
telecopy transmission, when received (or if not sent on a business day, on the
next business day after the date sent), and (iv) in the case of mailing, on the
third business day following the date on which the piece of mail containing
such communication is posted.

SECTION
14. Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement must be in writing and shall not operate or be
construed as a waiver of any other or subsequent breach.

SECTION
15. Optionees Undertaking. The Optionee hereby agrees to take whatever
additional actions and execute whatever additional documents the Company may in
its reasonable judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on the Optionee
pursuant to the provisions of this Agreement.

7

---



SECTION
16. Amendment. This Agreement may not be amended, terminated, suspended
or otherwise modified except in a written instrument, duly executed by both
parties.

SECTION
17. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without giving effect to
choice or conflict of law principles).

SECTION
18. Consent to Jurisdiction. Each party hereby agrees that any action to
enforce which arises out of or in any way relates to any of the provisions of
this Agreement shall be brought and prosecuted exclusively in any federal or
state court located within the City of New York; and the parties irrevocably
and unconditionally submit to the jurisdiction of such courts and to service or
process by registered mail, return receipt requested, or by any other manner
provided by New York law.

SECTION
19. Counterparts. This Agreement may be executed in one or more
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts together shall constitute but one agreement.

SECTION
20. Entire Agreement. This Agreement (and the other writings
incorporated by reference herein) constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
written or oral negotiations, commitments, representations and agreements with respect
thereto.

SECTION
21. Severability. In the event any one or more of the provisions of this
Agreement should be held invalid, illegal or unenforceable in any respect in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.

SECTION
22. Code Section 409A Compliance. Notwithstanding any provision of this
Agreement, to the extent that the Committee determines that any Option granted
under this Agreement is subject to Section 409A of the Code and fails to comply
with the requirements of Section 409A of the Code, notwithstanding anything to
the contrary contained in this Agreement, the Committee reserves the right to,
in good faith, amend, restructure, or replace the Option in order to cause the
Option to either not be subject to Section 409A of the Code or to comply with
the applicable provisions of such section and in order to provide the Optionee
with substantially the same economic benefits without violating Section 409A.

*     *     *

8

---



IN
WITNESS WHEREOF, the parties hereto have executed this Non-Qualified Stock
Option Agreement as of the date first written above.

| |                             |        | 
| | --------------------------- | ------ | 
| | CHICKEN
  ACQUISITION CORP.
| |                            
| | By:                         |        | 
| |                             |        | 
| |                             | Name:  | 
| |                             | Title: | 
| |                             |        | 
| | OPTIONEE                   
| |                            
| | By:                         |        | 
| |                             |        | 
| |                             | Name:  | 

Annex I - 9

---