Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into by and between Cano Petroleum Inc., a Delaware corporation with its
principal executive offices in Fort Worth, Texas (the “Company”), and S. Jeffrey Johnson, an individual
currently residing in Tarrant County, Texas (“Executive”), as of the 1st day of
January, 2006 (the “Effective Date”). 
Company and Executive may sometimes be referred to herein individually
as “Party” and collectively as “Parties.” 
As of the Effective Date, this Agreement is executed in replacement of
and in lieu and in place of that certain Executive Employment Agreement dated May 28th,
2004 by and between Huron Ventures, Inc. (predecessor to the Company) and
Executive.


 


Background


 


A.            The Company desires to employ Executive in such a manner
as will reinforce and encourage the highest attention and dedication to the
Company and in the best interest of the Company and its shareholders; and


 


B.            Executive is willing to serve the Company on the terms
and conditions herein provided.


 


Terms and Conditions


 


In consideration of the
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto agree as follows:


 


1.             Employment. The Company hereby employs Executive in the capacity of Chairman and
Chief Executive Officer, and Executive hereby agrees to accept such employment
by the Company, upon the terms and conditions stated in this Agreement.


 


2.             Term.  The employment of Executive by the
Company as provided in this Section will be for a term of five (5) years
(the ‘“Term” or “Employment
Period”) commencing on the Effective Date and expiring at the close of business
on December 31, 2010.


 


3.             Duties.  Executive shall perform such
services and duties as may be assigned to him from time to time by the Board of
Directors (the “Board”).  Executive shall
devote his full working time, efforts and energies to the performance of his
duties hereunder, which shall include managing the business affairs of the
Company.


 


4.             Compensation.


 


(a)           Salary:  The Company shall pay Executive for his
services, a base salary, on an annualized basis, of $445,000.00 (Four Hundred Forty-Five
Thousand Dollars) per annum for the period from the Effective Date, which
salary shall be payable by the Company in substantially equal installments on
the Company’s normal payroll dates. All


 


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applicable
taxes on the base salary will be withheld in accordance with applicable
federal, state and local taxation guidelines.


 


(b)           Bonus: In
addition to the base salary described in paragraph 4(a) above, Executive will
be eligible for periodic cash bonuses in an amount up to 100% of the base salary
and/or stock bonuses at the sole discretion of the Board.


 


(c)           Additional
Compensation:  In addition to the
base salary described in paragraph 4(a) above, Executive shall receive a
vehicle allowance of not less than $850 per month.


 


(d)           Raises:  Executive shall receive increases in the base
salary of at least 7% per year, which increased base salary shall become the
base salary for purposes of this Agreement. 


 


5.             Vacations and Days Off.  Executive shall be
entitled to a reasonable paid vacation of not less than twenty (20) days each
calendar year during the Term (prorated for the first calendar year), exclusive
of holidays and weekends, which vacation shall be taken by Executive in
accordance with the business requirements of the Company at the time and its
vacation plans, policies and practices as applied to other officers of the
Company then in effect relative to this subject.  Executive shall also be
entitled to up to five (5) paid days off each calendar year for paternity
leave and up to three (3) paid days off to attend the funeral of any
member of Executive’s immediate family.


 


6.             Employment Facilities.  During the
Employment Period, the Company shall provide, at its expense, appropriate and
adequate office space, furniture, communications, stenographic and
word-processing equipment, supplies and such other facilities and services as
shall be suitable to Executive’s position or necessary for the Executive to
perform his assigned tasks, duties and responsibilities under this Agreement.


 


7.             Expenses and Services.  During the term of Executive’s
employment hereunder, Executive shall be entitled to receive prompt
reimbursement for all pre-approved, reasonable expenses incurred by Executive
by reason of his employment, including travel and living expenses while away
from home at the request of and in the service of the Company, provided that
such expenses are incurred and accounted for in accordance with the policies
and procedures established by the Company and in effect when the expenses are
incurred.


 


8.             Rights under Certain Plans.  During the term
of Executive’s employment hereunder, Executive shall be entitled to participate
in employee stock ownership plans, 401K plans, health and dental insurance and
other employee benefit plans and programs maintained by the Company applicable
to other officers on the same basis as other officers of the Company.


 


9.             Confidential Information.  Executive and Company agree that,
upon executing this Agreement, Company will provide Executive with its
confidential information, including, without limitation, customer information,
trade secrets, lists of suppliers and costs, information concerning the
business and operations of the Company and its Affiliates and other proprietary


 


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data or information, that is valuable, special and a
unique asset of the Company and its Affiliates.  Executive agrees not to
disclose such confidential information, except as may be necessary in the
performance of his duties, to any Person, nor use such confidential
information, except as may be necessary in the performance of his duties,
either (i) while employed;  (ii) within
the later of three years immediately following his termination of employment or
the three years immediately following expiration of this Agreement without
renewal or replacement unless Executive has received the prior written consent
of the Company.  Upon termination of Executive’s employment for any reason
or upon a request, at any time, by the Company, Executive shall promptly deliver
to Company all drawings, manuals, letters, notebooks, customer lists,
documents, records, equipment, files, computer disks or tapes, reports or any
other materials relating to Company’s business (and all copies) which are in Executive’s
possession or under Executive’s control.


 


10.           Early Termination. Executive’s employment hereunder
may be terminated without any breach of this Agreement only under the following
circumstances:


 


(a)           Executive’s
employment hereunder will terminate upon his death;


 


(b)           If, as a result of Executive’s incapacity due to physical or mental
illness, Executive shall have been absent from his duties or unable to perform
his full duties hereunder for a total of 90 days during any 12 month period (“Disability
Period”), and within 15 days after written notice of termination is given
(which may occur before or after the end of such 90 day period), shall not have
returned to the performance of his full duties hereunder on a full-time basis,
the Company may terminate the Executive’s employment hereunder.


 


(c)           The Company may
terminate Executive’s employment hereunder for Cause.  For purposes of
this Agreement, the Company shall have “Cause” to terminate the Executive’s
employment hereunder upon (i) the willful and continued failure by Executive
to substantially perform his duties hereunder (other than any such failure
resulting from Executive’s incapacity due to physical or mental illness); (ii) the
willful engaging by Executive in misconduct which is injurious or disparaging
to the Company; or (iii) the conviction of Executive of any felony or
crime of moral turpitude.  For purposes of this subsection (c), no
act, or failure to act, on Executive’s part shall be considered “willful”
unless done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best interest of the
Company.


 


(d)           Any termination of Executive’s employment by the Company or by Executive
(other than termination pursuant to subsection (a) above) shall be
communicated by written Notice of Termination to the other Party hereto. 
For purposes of this Agreement, a “Notice of Termination” shall mean a notice
which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated.


 


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(e)           “Date of Termination”
shall mean (i) if Executive’s employment is terminated by his death, the date
of his death; (ii) if Executive’s employment is terminated pursuant to subsection (b) above,
15 days after Notice of Termination is given (provided that Executive shall not
have returned to the performance of his duties on a full-time basis during such
15 day period); (iii) if Executive’s employment is terminated at the
expiration of the Term or any extension thereof, the last day of the Term or,
if applicable, the last day of any extension; and (iv) if Executive’s
employment is terminated for any other reason, the date the Notice of
Termination is given.


 


11.           Compensation upon Termination or During Disability. 
Upon termination of Executive’s employment hereunder or during any period of Executive’s
physical or mental disability, Executive shall be paid as follows:


 


(a)           The Executive shall continue to receive his annual base salary at the
rate then in effect during any Disability Period provided, however, that such
payments shall not continue beyond the earlier of (i) the end of the Term,
or (ii) the Date of Termination of this Agreement by Company pursuant to Section 10(e)(ii),
provided that payments so made to the Executive shall be reduced by the sum of
the amounts, if any, payable to Executive under any disability benefit plans of
the Company and which were not previously applied to reduce any such
payment.  In addition the Company shall reimburse Executive for any
theretofore unreimbursed expenses which were incurred prior to the commencement
of the Disability Period.


 


(b)           If Executive’s
employment is terminated by his death, the Company shall pay to Executive’s
designated beneficiaries, or if he leaves no designated beneficiaries, to his
estate, his annual base salary through the date of Executive’s death at the
rate then in effect and any theretofore unreimbursed expenses and the Company
shall have no further obligations to Executive under this Agreement.


 


(c)           If Executive’s employment shall be terminated for Cause, the Company
shall pay Executive his annual base salary (but not the compensation described
in Sections 4(b)) through the Date of Termination at the rate in effect at
the time Notice of Termination is given and the Company shall have no further
obligations to Executive under this Agreement.


 


(d)                
If the Company shall (i) terminate Executive’s employment other
than pursuant to Section 10(b) or 10(c) hereof; (ii) assign
to the Executive any duties materially inconsistent with Executive’s position
in the Company; or (iii) assign to the Executive a title, office or status
which is inconsistent than that established herein (unless in the nature of a
promotion) then, in addition to reimbursement of Executive for any theretofore
unreimbursed expenses, the Company shall pay Executive, with no offset, an
amount equal to the greater of (a) Executive’s annual base salary at the rate
in effect at the time Notice of Termination is given, for the unexpired term of
this Agreement and payment for any accrued, but unused vacation days hereunder;
or (b) six (6) months of Executive’s annual base salary at the rate
in effect at the time Notice of Termination is given and payment for any
accrued, but unused vacation days hereunder. 
Such payments


 


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to
be made in a single lump sum within ten (10) days of the termination of
this Agreement.


 


During
the term of this Agreement Executive shall give the Company immediate notice of
any change of address.


 


If
Executive shall terminate his employment pursuant to Section 10(d), the
Company shall pay Executive, in addition to reimbursement of any theretofore
unreimbursed expenses, his full salary through the Date of Termination at the
rate in effect on the date that Notice of Termination is received by the
Company, plus payment for any accrued, but unused vacation days hereunder and
Company shall have no further obligation to Executive under this Agreement.


 


12.           Change
in Control Severance Benefit.  If
within twelve (12) months after the occurrence of a Change in Control (as
defined below) (i) the Company terminates the Executive’s employment for
any reason; or (ii) the Executive resigns at any time after any diminution
in the Executive’s job title, duties or compensation or the relocation of the Executive,
without the Executive’s consent, to an office in a county that does not abut
Tarrant County, Texas, the Company shall pay to the Executive, in a lump sum,
three times the Executive’s annual salary in effect as of the date of the Executive’s
termination or resignation and three times the sum of prior year bonuses paid
to the Executive and shall continue to provide to Executive, Executive’s spouse
and dependents, for a period of three years after such termination or
resignation, the right to participate in any health and dental plans that the
Company may maintain for its employees, on the same basis as participation by
such employees.


 


A “Change in Control” shall mean:


 


(a) any consolidation, merger or share
exchange of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company’s common stock would be
converted into cash, securities or other property, other than a consolidation,
merger or share exchange of the Company in which the holders of the Company’s
common stock immediately prior to such transaction have the same proportionate
ownership of common stock of the surviving corporation immediately after such
transaction; (b) any sale, lease, exchange or other transfer (excluding
transfer by way of pledge or hypothecation) in one transaction or a series of
related transactions, of all or substantially all of the assets of the Company;
(c) the stockholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company; (d) the cessation of control
(by virtue of their not constituting a majority of directors) of the Board by
the individuals (the “Continuing
Directors”) who (x) at the Effective Date were directors or
(y) become directors after the Effective Date and whose election or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then in office who were directors at the
Effective Date or whose election or nomination for election was previously so
approved; (e) the acquisition of beneficial ownership (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934) of an aggregate
of 50% or more of the voting
power of the Company’s outstanding voting securities by any person or group (as
such term is used in Rule 13d-5 under the Securities Exchange Act of 1934)
who beneficially owned less than 50%
of the voting power of the Company’s outstanding voting securities on the
Effective Date of this Plan; provided, however, that
notwithstanding the foregoing, an acquisition shall not constitute a Change in
Control hereunder if the acquirer is (x) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company and acting in such
capacity, (y) a subsidiary of the Company or a


 


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corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of voting
securities of the Company or (z) any other person whose acquisition of
shares of voting securities is approved in advance by a majority of the
Continuing Directors; or (f) in a Title 11 bankruptcy proceeding, the
appointment of a trustee or the conversion of a case involving the Company to a
case under Chapter 7.


 


13.           Defined Terms.  For purposes of this
Agreement, the terms set forth in this Agreement shall have the following
meanings:


 


(a)           “Affiliate” shall mean any individual,
corporation, unincorporated organization, trust or other form of entity
controlling, controlled by or under common control with the Company.  For
purposes of this definition, “control” (including “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
individual, corporation, unincorporated organization, trust or other form of
entity, whether through the ownership of voting securities or otherwise.


 


(b)           “Person” shall mean an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an incorporated organization or a
government or political subdivision thereof.


 


14.           Waiver. No waiver of any provision of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a waiver of
any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement.  No
waiver shall be binding unless executed in writing by the Party making the
waiver.


 


15.           Limitation of Rights.  Nothing in this Agreement, except as
specifically stated herein, is intended to confer any rights or remedies under
or by reason of this Agreement on any persons other than the Parties and their
respective permitted successors and assigns and other legal representatives,
nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any Party to this Agreement,
nor shall any provision give any third persons any right of subrogation or
action over against any Party to this Agreement.


 


16.           Notices.  All notices given in connection with this Agreement shall be in
writing and shall be delivered either by personal delivery, by telecopy or
similar facsimile means, by certified or registered mail (postage prepaid and
return receipt requested), or by express courier or delivery service, addressed
to the applicable Party hereto at the following address:


 


If to the Company:


 


Cano Petroleum, Inc.


309 West Seventh Street


Suite 1600


Fort Worth, Texas 76102


 


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Attention: General Counsel


Telecopy No.: 817-698-0761:


 


If to Executive:


 


S. Jeffrey Johnson


7105 Waldon
Court


Colleyville,
TX 76034


Telephone:  817-488-6670


 


or such other address and number as either Party
shall have previously designated by written notice given to the other Party in
the manner hereinabove set forth.  Notices shall be deemed given when
received, if sent by telecopy or similar facsimile means (confirmation of such
receipt by confirmed facsimile transmission being deemed receipt of
communications sent by telecopy or other facsimile means); and when delivered
and receipted for (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or
sent by certified or registered mail.


 


17.           Inconsistent Obligations. Executive represents and
warrants that he is not subject to any undisclosed obligations inconsistent
with those of this Agreement.


 


18.           Entirety and Amendments. This instrument and the
instruments referred to herein embody the entire agreement between the Parties,
supersede all prior agreements and understandings, if any, relating to the
subject matter hereof, and may be amended only by an instrument in writing
executed by all Parties, and supplemented only by documents delivered or to be
delivered in accordance with the express terms hereof.


 


19.           Successors and Assigns.  This Agreement will
be binding upon and inure to the benefit of the Parties hereto and any successors
in interest to the Company, but neither this Agreement nor any rights hereunder
may be assigned by Executive or by Company, except that Company may assign this
Agreement to an Affiliate.


 


20.           Governing Law And Venue.  This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas applicable to agreements made and to be performed entirely in
Texas, exclusive of any provisions of Texas law which would apply the law of
another jurisdiction.  The obligations and undertakings of each of the
Parties to this Agreement shall be performable in Tarrant County, Texas, and
each Party agrees that if any action at law or in equity is necessary by the
Company or Executive to enforce or interpret the terms of this Agreement, venue
shall be in Tarrant County, Texas.


 


21.           Cumulative Remedies.  No remedy herein
conferred upon any Party is intended to be exclusive of any other benefits or
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other benefit or remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.  No single or
partial exercise by any Party of any right, power or remedy hereunder shall
preclude any other or further exercise thereof.


 


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22.           Multiple Counterparts. This Agreement may be
executed and delivered by facsimile and in a number of identical counterparts,
each of which constitute collectively, one agreement; but in making proof of
this Agreement, it shall not be necessary to produce or account for more than
one counterpart.  This Agreement may be
executed and delivered via facsimile.


 


23.           Descriptive Headings.  The headings, captions
and arrangements used in this Agreement are for convenience only and shall not
be deemed to limit, amplify or modify the terms of this Agreement, nor affect
the meanings hereof.


 


24.           Severability. 
The parties intend all provisions of this Agreement to be enforced to
the fullest extent permitted by law. 
Accordingly, if any provision of this Agreement is held illegal,
invalid, or unenforceable under present or future law, such provision shall be
fully severable, this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof, and the
remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision
or by its severance.


 


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Signatures


 


To evidence the binding
effect of the covenants and agreements described above, the Parties hereto have
executed this Agreement effective as of the Effective Date.


 


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  CANO PETROLEUM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Don D. Dent

  	
   

  
	
   

  	
   

  	
  Don D. Dent

  
	
   

  	
   

  	
  Chairman of the Compensation Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ S. Jeffrey Johnson

  	
   

  
	
   

  	
   

  	
  S. Jeffrey Johnson

  



 


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