Vaughan Foods, Inc. Vaughan Foods, Inc. 2006 Equity Incentive Plan Nonqualified Stock Option Agreement (Nonemployee Director)

Grant of Option. ▇▇▇▇▇▇▇ Foods, Inc., an Oklahoma corporation (the “Company”), hereby grants to the Optionee who is a Nonemployee Director of the Company, its Parent, or a Subsidiary named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”) subject to the terms, definitions and provisions of the ▇▇▇▇▇▇▇ Foods, Inc. 2006 Equity Incentive Plan, as amended (the “Plan”), adopted by the Company, which is incorporated in this Agreement by reference. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. This Option is intended to qualify as a “Nonqualified Stock Option” as such term is defined in the Plan. The Notice of Grant is attached hereto as Exhibit “A” and is made a part hereof for all purposes.

Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”) and with the provisions of Sections 9 and 10 of the Plan as follows:

Right to Exercise.

This Option may not be exercised for a fraction of a share.

In the event of the Optionee’s death, Disability or ceasing to serve as a Nonemployee Director of the Company, its Parent, or a Subsidiary, the exercisability of the Option is governed by Sections 6, 7 and 8 below, subject to the limitations contained in Sections 2(i)(c) and (d), below.

In no event may this Option be exercised after the date of expiration of the term of this Option as set forth in the Notice of Grant.

Method of Exercise.

This Option, to the extent vested, shall be exercisable by delivering notice to the Company in such form attached to the Agreement and through such delivery method as shall be acceptable to the Company (the “Exercise Notice”). The Exercise Notice shall specify the election to exercise the Option and the number of Shares in respect of which the Option is being exercised, and shall be accompanied by payment, in cash, of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such notice accompanied by full payment in cash of the Exercise Price.

As a condition to the exercise of this Option, the Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the exercise of the Option or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any Stock Exchange. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

Continuance of Service Required. The Vesting Schedule requires continued service as a Nonemployee Director with the Company, its Parent, or a Subsidiary through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Agreement. Service for only a portion of the vesting period, even if a substantial portion, will not entitle the Optionee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of services as provided in Sections 6, 7 and 8 below or under the Plan.

Method of Payment. Payment of the Exercise Price shall be paid in full, in cash, at the time of exercise.

Securities Law Restrictions. This Option shall be exercised and Shares issued only upon compliance with the Securities Act of 1933, as amended (the “Act”), and any other applicable securities law, or pursuant to an exemption therefrom. If deemed necessary by the Company to comply with the Act or any applicable laws or regulations relating to the sale of securities, the Optionee, at the time of exercise and as a condition imposed by the Company, shall represent, warrant and agree that the Shares subject to the Option are being purchased for investment and not with any present intention to resell the same and without a view to distribution, and the Optionee shall, upon the request of the Company, execute and deliver to the Company an agreement to such effect. The Optionee acknowledges that any stock certificate representing Shares purchased under such circumstances will be issued with a restricted securities legend.

Termination of Relationship. In the event of termination of the Optionee’s continuous status as a Nonemployee Director of the Company, its Parent, or a Subsidiary other than due to death or Disability, the Optionee may, to the extent otherwise so entitled at the date of such termination of service (the “Termination Date”), exercise this Option within the ninety (90) day period following the Termination Date. To the extent that the Optionee was not entitled to exercise this Option at the Termination Date, or if the Optionee does not exercise this Option within the time specified in the Notice of Grant, the Option shall terminate.

Disability of Optionee. Notwithstanding the provisions of Section 6 above, in the event of termination of the Optionee’s continuous status as a Nonemployee Director of the Company, its Parent, or a Subsidiary as a result of Disability, the Optionee may, but only

within twelve (12) months from the Termination Date due to Disability (but in no event later than the date of expiration of the term of this Option as set forth in Section 10 below), exercise the Option to the extent otherwise so entitled at the Termination Date. To the extent that the Optionee was not entitled to exercise the Option at the Termination Date, or if the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified in this Agreement, the Option shall terminate.

Death of Optionee. In the event of the death of the Optionee during the period of the Optionee’s continuous status as a Nonemployee Director of the Company, its Parent, or a Subsidiary, or within ninety (90) days following the termination of the Optionee’s continuous status as a Nonemployee Director, the Option may be exercised, at any time within twelve (12) months following the date of the Optionee’s death (but in no event later than the date of expiration of the term of this Option as set forth in Section 10 below), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee was entitled to exercise the Option at the date of death or, if earlier, the date of termination of the Optionee’s continuous status as a Nonemployee Director. To the extent that the Optionee was not entitled to exercise the Option at the date of death or termination, as the case may be, or if the Optionee’s estate or the person who acquired the right to exercise the Option by bequest or inheritance does not exercise such Option (to the extent otherwise so entitled) within the time specified in this Agreement, the Option shall terminate.

Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The designation of a beneficiary does not constitute a transfer. Except in the case of death, this Option may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

Term of Option. This Option may be exercised only within the term set out in the Notice of Grant which is attached to this Agreement, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

No Additional Rights. The Optionee understands and agrees that the vesting of Shares pursuant to the Vesting Schedule is earned only by continuing as a Nonemployee Director of the Company, its Parent or a Subsidiary. The Optionee further acknowledges and agrees that nothing in this Agreement, nor in the Plan which is incorporated in this Agreement by reference, shall confer upon the Optionee any right with respect to continuation as a Nonemployee Director with the Company, its Parent, or a Subsidiary.

Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the Secretary of the Company at the principal office of the Company and, in the case of the

Optionee, to the Optionee’s address appearing on the books of the Company or to the Optionee’s residence or to such other address as may be designated in writing by the Optionee.

Bound by Plan. By signing this Agreement, the Optionee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Optionee and the beneficiaries, executors, administrators, heirs and successors of the Optionee.

Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

Entire Agreement. This Agreement, the Notice of Grant and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

Governing Law. This Agreement and the rights of the Optionee hereunder shall be construed and determined in accordance with the laws of the State of Oklahoma.

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

Signature. This Agreement shall be deemed executed by the Company and the Optionee upon execution by such parties of the Notice of Grant attached to this Agreement.