Exhibit 10.3


 


 


 


 


 


 


Vaughan Foods, Inc. 


Vaughan Foods, Inc. 2006 Equity Incentive Plan


Nonqualified Stock Option Agreement


(Consultant)

 

 

 

 

 

 

 


 


 









 


 



Vaughan Foods, Inc. 


Vaughan Foods, Inc. 2006 Equity Incentive Plan


Nonqualified Stock Option Agreement


(Consultant)


 



	
             
 	
            1.
 	
            Grant of Option.
                Vaughan Foods, Inc., an Oklahoma corporation (the “Company”), hereby grants to the Optionee 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 Vaughan 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.  For the purposes of this Agreement, the Optionee is a “consultant” (the “Consultant”)
for the Company, its Parent, or a Subsidiary. This means that the Consultant
must be performing services for the Company, its Parent, or a Subsidiary on a
regular and continuing basis until the applicable vesting date in order to become
vested under the Plan in the Option.
 





	
             
 	
            2.
 	
            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: 
 





	
             
 	
            i.
 	
            Right to Exercise.
 





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





	
             
 	
            b)
 	
            In
                the event of the Optionee’s death, Disability or other termination of service as a consultant for 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.
 





	
             
 	
            c)
 	
            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.
 





	
             
 	
            ii.
 	
            Method of Exercise.
 





	
             
 	
            a)
 	
            This
                Option, to the extent vested, shall be exercisable by delivering
                notice to the Company in such form attached to this 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.
	
             
 	
            b)
 	
            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.
 





	
             
 	
            c)
 	
            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.
 





	
             
 	
            3.
 	
            Continuance of Service Required. The
                Vesting Schedule requires continued service 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.
 





	
             
 	
            4.
 	
            Method of Payment. Payment of the Exercise Price shall be paid in full, in cash, at the time of exercise. 
 





	
             
 	
            5.
 	
            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. 
 





	
             
 	
            6.
 	
            Termination of Relationship. In
                the event of termination of the Optionee’s continuous status as a Consultant of the Company, its Parent, or a Subsidiary other than due to death, Disability or Cause, the Optionee may, to the extent otherwise so entitled at the date of such termination (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. If the Optionee’s
            continued status as a Consultant for the 
 




 


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	 	 	Company,
            its Parent or a Subsidiary ceases for Cause, then, any unexercised
            Options (vested or otherwise) shall terminate on the Termination
      Date.
	
             
 	
            7.
 	
            Disability of Optionee. Notwithstanding
                the provisions of Section 6 above, in the event of termination of the Optionee’s continuous status as a Consultant 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.
 





	
             
 	
            8.
 	
            Death of Optionee. In
                the event of the death of the Optionee during the period of the
                Optionee’s continuous status as a Consultant of the Company, its Parent, or a Subsidiary, or within ninety (90) days following the termination of the Optionee’s continuous status as a Consultant, 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 Consultant. 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.
 





	
             
 	
            9.
 	
            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.
 





	
             
 	
            10.
 	
            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.
 





	
             
 	
            11.
 	
            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 Consultant at the will of the Company, its Parent or a Subsidiary (not through the act of being retained, being granted this Option or acquiring Shares under this Agreement). 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 Consultant with the Company, its Parent, or a 
 




 


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	 	 	Subsidiary,
            nor shall it interfere in any way with his or her right or the Company’s
            right to terminate his or her service relationship at any time, with
      or without cause.
	
             
 	
            12.
 	
            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.
 





	
             
 	
            13.
 	
            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.
 





	
             
 	
            14.
 	
            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.
 





	
             
 	
            15.
 	
            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.
 





	
             
 	
            16.
 	
            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.
 





	
             
 	
            17.
 	
            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.
 





	
             
 	
            18.
 	
            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.
 





	
             
 	
            19.
 	
            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.
 




 


 


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	OPTIONEE: ______________________________	 	VAUGHAN
    FOODS, INC.,
	                                  (print
        name)	 	an
    Oklahoma corporation
	 	 	 
	______________________________________	 	By: ___________________________________
	(signature)	 	Its: ___________________________________
	 	 	 
	Dated: ______________________________________	 	Dated: ________________________________
	 	 	 
	 	 	 
	 	 	 


 



 


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Notice of Grant of Nonqualified Stock Option


 


Dear_________________,


 


In recognition of (i) the important contribution you are making to our success and (ii) our
    belief that owners add more value to an organization, the Compensation Committee
    of the Board of Directors of Vaughan Foods, Inc. would like you, as a consultant
    for the Company, its Parent or a Subsidiary, to have the opportunity to become
    an owner of Vaughan Foods, Inc. (the “Company”).  We do this through an instrument called a nonqualified stock option.  Capitalized terms in this Notice of Grant shall have the same meaning as defined in the Vaughan Foods, Inc. 2006 Equity Incentive Plan (the “Plan”)
unless stated to the contrary.

	Stock Option
        Grant Number 	  

	 	 
	Date of Grant 	  

	 	 	 	 	 	 	 
	Stock Option Plan 	  
	 	Vaughan
        Foods, Inc. 2006 Equity Incentive Plan 
	 	 	 	 	 	 	 
	Option Price Per Share 	  

	 	 
	Total Number
        of Shares Granted 	  

	 	 
	Term of Grant 	  

	 	 
	Vesting Dates 	  
	 	No. of Shares Vested 	 	Vesting Date 
	 	 	 	 	 	 	 
	 	 	 	 	  
	 	  

	 	 	 	 	 	 	 
	 	 	 	 	  
	 	  

	 	 	 	 	 	 	 
	 	 	 	 	  
	 	  

	 	 	 	 	 	 	 
	 	 	 	 	  
	 	  

	 	 	 	 	 	 	 
	 	 	 	 	  
	 	  



 

 


Over time, your options will grant you the right, but never the obligation, to acquire voting common stock in the Company at a pre-determined price per share, regardless of market conditions or market price at the time you exercise your option to acquire the shares. You have probably read about stock options and how they have allowed many consultants the opportunity to build an investment in stock of a company with little cost to the individuals.


 


Once
    options are granted, you will acquire the right to the shares through a process
    known as “vesting.” When your options are “vested,” so long as you remain a Consultant for the Company, its Parent or a Subsidiary on a full-time basis, you may acquire an ownership interest in the Company at a later date for today’s
    prices. Generally, taxable income will be recognized to you at the time you
    exercise the stock options and buy the stock. You must remain a consultant
    of the Company, its Parent or a Subsidiary from the time the option is granted
    until ninety (90) days before the option is exercised except in the case
    of death or Disability, in which case you will have twelve (12) months from
    your date of death or Disability to exercise the vested portion of the options.
    There are also some other tax rules you must follow; please consult your
    professional financial advisor for more specific rules on Nonqualified Stock
Options and their requirements. 


 


We
    hope that making you an owner will provide you further incentive to drive
the value of the Company’s stock. 


Accompanying this letter is a form of Nonqualified Stock Option Agreement for you to review and sign in connection with this grant. Please return this form to Gene Jones, Chief Financial Officer in the accompanying envelope. If you have any questions regarding stock options, please write or e-mail your questions to Gene Jones. 

 

Congratulations,

Vaughan
      Foods, Inc.

 

Herbert
    B. Grimes

Chairman
    of the Board and Chief Executive Officer

 


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NONQUALIFIED STOCK OPTION EXERCISE NOTICE


FOR CONSULTANTS


 


This
    Agreement is made on _______________ between Vaughan Foods, Inc., an Oklahoma
corporation (the "Company"), and the optionee named below ("Optionee") pursuant to the Vaughan Foods, Inc. 2006 Equity Incentive Plan (the "Plan").


 

	Optionee: 	  

	 
	Social Security No. 	  

	 
	Address: 	  

	 	  

	 
	Number of Shares
        Purchased: 	  
	 	 
	 
	Price per Share: 	  

	 
	Aggregate Purchase
        Price: 	  
	$
	  

	 	 	 	 	 	 
	Date of Grant: 	  
	 	 
	 
	Vesting Commencement
        Date: 	  

	 	 
	Vesting Schedule 	  
	 	No. of Shares Vested	 	Vesting Date 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	  
	 	  

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 

Type
of Stock Option:                               Nonqualified
Stock Option



 

Optionee hereby delivers to the Company the Aggregate Purchase Price.

 


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The Company and Optionee hereby agree as follows:

 


1.             Purchase of Shares. On
    this date and subject to the terms and conditions of this Exercise Agreement,
    Optionee hereby exercises the option between the Company and Optionee dated
    as of the Date of Grant set forth above, with respect to the Number of Shares
    Purchased set forth above of the Company’s common stock (the “Shares”) at an aggregate purchase price equal to the Aggregate Purchase Price set forth above (the "Aggregate Purchase Price") and the Price Per Share set forth above (the "Purchase Price Per Share").  The term "Shares" refers to the Shares purchased under this Agreement and includes all securities received (a) in replacement of the Shares, and (b) as
    a result of stock dividends or stock splits in respect of the Shares. Capitalized
    terms used herein that are not defined herein have the definitions ascribed
to them in the Plan or the Notice of Grant.


 


2.             Representations of Purchaser.  Optionee represents and warrants to the Company that:


 


(a)           Optionee
    has received, read and understood the Plan and the Notice of Grant and agrees
to abide by and be bound by their terms and conditions.


 


(b)          Optionee
    is fully aware (i) the highly speculative nature of the investment in the
    Shares; (ii) the financial hazards involved; and (iii) the lack of liquidity
    of the Shares, and the restrictions on transferability of the Shares (e.g.,
    that Optionee may not be able to sell or dispose of the Shares or use them
as collateral for loans).


 


(c)           Optionee is capable of evaluating the merits and risks of this investment, has the ability to protect Optionee’s
    own interests in this transaction and is financially capable of bearing a
total loss of this investment.


 


3.             Tax Consequences. OPTIONEE
    UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT
    OF OPTIONEE’S PURCHASE OR DISPOSITION OF THE SHARES.  OPTIONEE REPRESENTS
    THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE
    IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE
IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.


 


4.             Entire Agreement.  The Plan, Notice of Grant and the Nonqualified Stock Option Agreement are incorporated herein by reference.  This Exercise Agreement, the Plan and the Notice of Grant constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with  respect to the subject matter hereof, and is governed by Oklahoma  law except for the body of law pertaining to conflict of laws.


 


 


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	Submitted by:	 	 
	 	 	Accepted by:
	 	 	 
	OPTIONEE:
        	 	VAUGHAN FOODS,
    INC.,
	                                           (print
        name)	 	an Oklahoma corporation
	 	 	 
	 	 	By:   	 	 
	                                    (signature)	 	Its: 	 	 
	 	 	 
	Dated:	 	 
	 	 	Dated: 	 	 


 

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