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.
