This Management Agreement (this “ Agreement ”) is effective April 8, 2009 (the “ Effective Date ”) by and between
Vaughan Foods, Inc. (the “ Company ”) and Gene P. Jones (the “ Executive ”) with respect to the following:.
WHEREAS, the Executive currently serves as a senior executive officer of the Company; and
WHEREAS, the Company desires to provide stability to the Employer/Employee relationship of the Executive by
entering into this Agreement with the Executive; and
WHEREAS, the Board of Directors of the Company believes it in the best interest of the Company to provide
continuity of its senior management by entering into employment agreements with certain members of its senior management
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
(a) Term of Agreement . This Agreement shall not have any specific duration and shall continue in full force and effect
unless and until (i) the Executive’s employment is terminated by either party in accordance with Section 3, and (ii) all obligations
and liabilities of the parties arising in connection with such termination or otherwise accruing under this Agreement have been
fully satisfied. Notwithstanding any contrary provision in this Agreement, nothing in this Agreement constitutes a guarantee of
continued employment but instead provides for certain rights and benefits during the Executive’s employment with the
Company and if such employment terminates.
(b) Defined Terms . Capitalized terms used throughout this Agreement have the meaning ascribed to such terms in Exhibit
“A” attached hereto.
(a) Position and Duties . The Executive shall serve as Chief Financial Officer of the Company or in such other substantially
equivalent position(s) requested by the Board with the appropriate authority, duties, and responsibilities attendant to such
position(s). The Executive shall devote