FIRST AMENDMENT TO THE CANO PETROLEUM, INC. NONQUALIFIED STOCK OPTIONAGREEMENT
EXHIBIT 10.5
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 28, 2006, is hereby made and entered as of the 2nd day of January, 2008 by and between Cano Petroleum, Inc., a Delaware corporation (the Company) and Donnie Dale Dent (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 Agreements 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 Participants resignation as a director in good standing from the Board of Directors as determined by Cano Petroleums Compensation Committee on December 12, 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 shall vest immediately upon the Participants resignation on December 12, 2007, and the Stock Option shall become 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 December 12, 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. |
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| By: | /s/ S. Jeffrey Johnson |
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| Name: | S. Jeffrey Johnson |
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| Title: | Chairman and Chief Executive Officer | |
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| PARTICIPANT |
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| By: | /s/ Donnie Dale Dent |
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| Name: | DONNIE DALE DENT |
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