Exhibit 10.56
EMPLOYEE
INCENTIVE 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 Incentive 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. A copy of the Plan is attached to the
Prospectus delivered to you with 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 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.
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 500 shares of Common Stock, or the
remaining shares of Common Stock covered by this option if fewer
than 500.
b)
Provided that the Optionee is then
employed by the Company, this option shall vest and become
exercisable in installments on the following dates:
(each of the above dates, a “
Vesting Date ”).
3.
Termination
. This option shall expire five
(5) years from the Grant Date above, (the “
Expiration Date ”) unless earlier terminated in
accordance with the provisions hereof.
4.
Early Termination.
a)
In the event that Optionee ceases to
be an employee of the Company for any reason whatsoever (including
by death, Retirement or Disability, or termination by voluntary
resignation or removal with or without Cause), this option shall
automatically terminate on the date Optionee ceases to be an
employee to the extent this option is unvested on such
date.
b)
In the event that Optionee is
removed as an employee for Cause, this option shall automatically
terminate immediately upon the effective date of the notice of such
removal whether or not this option is vested or unvested on such
date.
c)
In the event that Optionee ceases to
be an employee of the Company for any reason other than death,
Disability or removal for Cause (including by Retirement,
termination by voluntary resignation or removal without Cause),
Optionee shall have the right to exercise this option to the extent
that Optionee was entitled to exercise such option on the date
Optionee ceased to be an em
