First Amendment to Cano Petroleum, Inc. Nonqualified Stock Option Agreement with James Dale Underwood

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Summary

This amendment, dated June 28, 2007, is between Cano Petroleum, Inc. and James Dale Underwood. It modifies the original Nonqualified Stock Option Agreement to immediately vest all optioned shares upon Underwood's resignation as a director and extends the exercise period for the stock options to 24 months, ending June 28, 2009. The amendment also updates the company's address for official notices. Both parties have agreed to these changes in writing.

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EX-10.103 9 a2179665zex-10_103.htm EXHIBIT 10.103
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EXHIBIT 10.103


FIRST AMENDMENT TO THE
CANO PETROLEUM, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

        This FIRST AMENDMENT (the "Amendment") to the Nonqualified Stock Option Agreement (the "Agreement") dated December 13, 2005, is hereby made and entered as of the 28th day of June, 2007 by and between Cano Petroleum, Inc., a Delaware corporation (the "Company") and James Dale Underwood (the "Participant"). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

        WHEREAS, Section 24 of the Agreement provides that the parties to the Agreement may change or modify the Agreement in a writing signed by the parties; and

        WHEREAS, the parties desire to amend the Agreement's vesting provisions to reflect changes made by the Compensation Committee of Cano Petroleum, Inc. and the Board of Directors, on June 28, 2007 and the Participant's resignation as a director in good standing from the Board of Directors on June 28, 2007.

        NOW THEREFORE, pursuant to Section 24 of the Agreement, in consideration of the mutual promises, conditions and covenants contained herein and in the Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

    1.
    Sections 3 and 4 of the Agreement shall be amended in their entirety to read as follows:

    3.
    and 4. Vesting; Time of Exercise. 100% of the total Optioned Shares vested immediately upon the Participant's resignation and the Stock Option is exercisable for an extended period of Twenty-Four (24) months from the date of resignation with the exercise period ending at 5 p.m. on June 28, 2009.

    2.
    Section 27.a. of the Agreement shall be amended to read as follows:

      a.
      Notice to the Company shall be addressed and delivered as follows:

          Cano Petroleum, Inc.
          Burnett Plaza
          801 Cherry Street
          Suite 3200, Unit 25
          Fort Worth, TX 76102
          Attn: Corporate Secretary

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.


 
 
CANO PETROLEUM, INC.



 
By:
 
/s/  MORRIS B. SMITH      
    Name:   Morris B. Smith
    Title:   Senior Vice President and Chief Financial Officer

 
 
 
 
 

 
 

PARTICIPANT



 
By:
 
/s/  JAMES DALE UNDERWOOD      
    Name:   JAMES DALE UNDERWOOD


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FIRST AMENDMENT TO THE CANO PETROLEUM, INC. NONQUALIFIED STOCK OPTION AGREEMENT