Exhibit
10.1


 


Executive
Employment Agreement


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 20, 2008,
by and between ARKANOVA ENERGY CORPORATION, a Nevada corporation (the “Company”),
and GARRETT COOK, an individual and resident of Weatherford, Texas (the “Executive”).


 


WHEREAS, the
Company is in the business of locating,
acquiring and exploring natural resource mineral properties; and


 


WHEREAS, Executive has experience in the field
operations of companies in the oil & gas industry in particular; and


 


WHEREAS, the
Company desires to retain the services of Executive; and


 


WHEREAS,
Executive is willing to be employed by the Company;


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, the parties agree as
follows:


 


1.                             Employment. 
Executive is hereby employed and engaged to serve the Company as the Chief
Operations Officer of the Company, and such additional titles as the Board of
Directors of the Company shall specify from time to time, and Executive does
hereby accept, and Executive hereby agrees to such engagement and employment.


 


2.                             Duties. 
Executive’s duties shall be such duties and responsibilities as the
Company shall specify from time to time, and shall entail those duties
customarily performed by the Chief Operations Officer of a company with a sales
volume and number of employees commensurate with those of the Company.  Executive shall diligently and faithfully
execute and perform such duties and responsibilities, subject to the general
supervision and control of the Company’s President and Chief Executive Officer.  The Company’s Board of Directors, in their
sole and absolute discretion, shall determine Executive’s duties and
responsibilities and may assign or reassign Executive to such duties and
responsibilities as it deems in the Company’s best interest.  Executive shall devote his attention, energy,
and skill to the business and affairs of the Company.  Company recognizes that Executive is actively
engaged in other business, investments, and personal pursuits.  Executive’s duties shall include, but shall
not be limited, to the following:


 


(a)                               Hands on and management of oil & gas
field operations.


 


(b)                              Insure compliance with contracts and
agreements pertaining to the Company’s interests.


 


(c)                               Conduct and maintain a professional
relationship with all parties interacting with the Company with the utmost
regard for honesty and integrity.


 


Nothing
in this Agreement shall preclude Executive from devoting reasonable periods
required for:


 


(a)                               serving
as a director or member of a committee of any organization or corporation


 

















 


involving no
conflict of interest with the interests of the Company;


 


(b)                              serving
as a consultant in his area of expertise (in areas other than in connection
with the business of the Company), to government, industrial, and academic
panels where it does not conflict with the interests of the Company; and


 


(c)                               managing
his personal investments or engaging in any other non-competing business;
provided that such activities do not interfere with the regular performance of
his duties and responsibilities under this Agreement as determined by the
Company


 


3.                             Best Efforts of Executive.  During his employment hereunder, Executive
shall, subject to the direction and supervision of the Company’s Board of
Directors, President and Chief Executive Officer, devote his business time,
best efforts, business judgment, skill, and knowledge to the advancement of the
Company’s interests and to the discharge of his duties and responsibilities
hereunder.


 


4.                             Employment Term.  This Agreement shall have a term of one (1) year,
beginning on the date hereof (the “Employment Term”). Upon expiration of the
initial Employment Term, this Agreement will automatically renew for another
one (a) year unless terminated in writing by either party no less than
sixty (60) days prior to the expiration or by either party pursuant to Section 13.


 


5.                             Familiarization Period.  During the first 90 days of the Employment
Term, this agreement shall be considered at-will, meaning during this period
Executive may be terminated without notice. Employment is voluntary and
employees are free to resign without notice during this time without
penalty.  During this period, Executive
is eligible for all applicable benefits. 
The familiarization period will allow Executive to adjust and adapt to
the job demands and the work situation, while at the same time, allowing the
Company to observe firsthand whether Executive will be able to meet the job
specifications and demands.


 


6.                             Compensation of Executive.  As
compensation for the services provided by Executive under this Paragraph, the
Company shall pay Executive an annual salary of One Hundred Twenty Thousand Dollars ($120,000.00) to be paid in
accordance with the Company’s usual payroll procedures. In addition to the
above base compensation, Executive may be eligible to receive an annual bonus
determined by the Board of Directors based on the performance of the Company.


 


7.                             Stock Option Grant. 
Effective upon the execution of this Agreement, the Company hereby
agrees to grant to the Executive an incentive stock option (the “Option”), to
acquire up to 100,000 shares of the Company’s common stock with a per share
exercise price equal to the lower of (i) $1.25 or (ii) the minimum
price per share allowable pursuant to the stock option plan (the “Plan”) to be
adopted by the Company’s compensation committee.  An additional incentive stock option to
acquire up to an additional 100,000 shares under the same terms shall be
granted upon the six month anniversary of this Agreement, provided Executive is
still employed under the terms of this Agreement at such time.  In all other respects the grant of the
Options will be subject to the terms and conditions of the Plan.


 


8.                             Benefits.  Executive
shall also be entitled to participate in any and all Company benefit plans,
from time to time, in effect for employees of the Company.  Such participation shall be subject to the
terms of the applicable plan documents and generally applicable 


 


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Company policies.


 


9.                             Vacation, Sick Leave and
Holidays.  Executive shall be entitled to four weeks of paid
vacation in accordance with Company policies established and in effect from
time to time, with such vacation to be scheduled and taken in accordance with
the Company’s standard vacation policies. In addition, Executive shall be
entitled to such sick leave and holidays at full pay in accordance with the
Company’s policies established and in effect from time to time.


 


10.                          Business Expenses and
Indemnity.  The Company shall promptly reimburse
Executive for all reasonable out-of-pocket business expenses incurred in
performing Executive’s duties and responsibilities hereunder in accordance with
the Company’s policies, provided Executive promptly furnishes to the Company
adequate records of such expenses. 
Company agrees to indemnify and hold Executive harmless from any
liability, damage, or claim, including reasonable attorneys’ fees incurred by
Executive related to the Company or its activities, provided that Company shall
not be liable for any action for Executive’s gross negligence or willful
neglect.


 


11.                          Location of Executive’s
Activities.  Executive’s principal place of business in the performance of his
duties and obligations under this Agreement shall be in the Houston metropolitan
area.  Notwithstanding the preceding
sentence, Executive will engage in such travel and spend such time in other
places as may be necessary or appropriate in furtherance of his duties
hereunder.


 


12.                          Confidentiality. 
Executive recognizes that the Company has and will have business
affairs, products, future plans, trade secrets, customer lists, and other vital
information (collectively “Confidential Information”) that are valuable assets
of the Company.  Executive agrees that he
shall not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Confidential Information to any
third party without the prior written consent of the Company’s Board of
Directors.  Executive will protect the
Confidential Information and treat it as strictly confidential.


 


13.                          Termination.  
Notwithstanding any other provisions hereof to the contrary, and except
as provided in Section 5, Executive’s employment hereunder shall terminate
under the following circumstances:


 


(a)                               Voluntary
Termination by Executive. 
Executive shall have the right to voluntarily terminate this Agreement
and his employment hereunder at any time during the Employment Term upon three
months’ prior written notice.


 


(b)                              Voluntary
Termination by Company.  The
Company shall have the right to voluntarily terminate this Agreement and
Executive’s employment hereunder at any time during the Employment Term upon
three months’ prior written notice.


 


(c)                               Termination
for Cause.  The Company shall have the right to terminate
this Agreement and Executive’s employment hereunder at any time for cause. As
used in this Agreement, “cause” shall mean refusal by Executive to implement or
adhere to lawful policies or directives of the Company’s Board of Directors or
President and Chief Executive Officer, breach of this Agreement, Executive’s
conviction of a felony, other conduct of a criminal nature that may have a
material adverse impact on the Company’s reputation, breach of fiduciary duty
or the criminal misappropriation by Executive of funds from or resources of the



 


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Company. Cause shall not be deemed to exist unless the Company shall
have first given Executive a written notice thereof specifying in reasonable
detail the facts and circumstances alleged to constitute “cause” and thirty
(30) days after such notice such conduct has, or such circumstances have, as
the case may be, not entirely ceased and not been entirely remedied.


 


(d)                              Termination Upon Death or for Disability.  This Agreement and Executive’s employment
hereunder, shall automatically terminate
upon Executive’s death or upon written notice to Executive and certification of
Executive’s disability by a qualified physician or a panel of qualified
physicians if Executive becomes disabled beyond a period of twelve (12) months
and is unable to perform the duties contain in this Agreement.


 


(e)                               Effect
of Termination.
In the event that this Agreement and Executive’s employment is terminated for cause pursuant to paragraph (c) of this Section 13,
all obligations of the Company and all duties, responsibilities and obligations
of Executive under this Agreement shall cease upon the effective date of such
termination. Upon such termination, Executive shall be entitled to receive only
the compensation, benefits, and reimbursement earned by or accrued to Executive
under the terms of this Agreement prior to the date of termination, but shall
not be entitled to any further compensation, benefits, or reimbursement after
such date. In the event the Executive or the Company voluntarily terminates
this Agreement pursuant to Sections 13(a) or 13(b), or in the event of the
termination of this Agreement upon death or disability of Executive pursuant to
Section 13(d), Executive shall be entitled to all compensation pursuant to
Section 6 for the period through the effective termination date, provided
that in the case of death or disability. Payment may be made to the Executive’s
appointed trustee. Other than as set forth above, Executive shall not be
entitled to any further compensation, benefits, or reimbursement after the date
of his termination. In the event of a merger, consolidation, sale, or change of
control, the Company’s rights hereunder shall be assigned to the surviving or
resulting company, which company shall then honor this Agreement with
Executive.


 


14.                          Governing Law, Jurisdiction
and Venue.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas without giving
effect to any applicable conflicts of law provisions.


 


15.                          Business Opportunities.  During
the Employment Term Executive agrees to bring to the attention of the Company’s
Board of Directors all written business proposals that come to Executive’s
attention and all business or investment opportunities of whatever nature that
are created or devised by Executive and that relate to areas in which the
Company conducts business and might reasonably be expected to be of benefit or
interest to the Company or any of its subsidiaries.


 


15.                          Executive’s Representations
and Warranties. Executive hereby
represents and warrants that he is not under any contractual obligation to any
other company, entity or individual that would prohibit or impede Executive
from performing his duties and responsibilities under this Agreement and that
he is free to enter into and perform the duties and responsibilities required
by this Agreement. Executive hereby agrees to indemnify and hold the Company
and its officers, directors, employees, shareholders and agents harmless in
connection with the 


 


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representations and warranties made by Executive in this Section 15.


 


16.                          Notices.  All
demands, notices, and other communications to be given hereunder, if any, shall
be in writing and shall be sufficient for all purposes if personally delivered,
sent by facsimile or sent by United States mail to the address below or such
other address or addresses as such party may hereafter designate in writing to
the other party as herein provided.


 


	
  Company:

  	
  Executive:

  
	
   

  	
   

  
	
  Arkanova
  Energy Corporation

  21 Waterway Avenue,
  Suite 300
 The Woodlands, Texas 77380

  	
  Garrett
  Cook

  110 Mariah Drive
 Weatherford, Texas 76087

  



 


17.                          Entire Agreement.  This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement, whether oral or written.  This Agreement supersedes any prior written
or oral agreements between the parties. This Agreement may be modified or
amended, if the amendment is made in writing and is signed by both parties.
This Agreement is for the unique personal services of Executive and is not
assignable or delegable, in whole or in part, by Executive. This Agreement may
be assigned or delegated, in whole or in part, by the Company and, in such
case, shall be assumed by and become binding upon the person, firm, company,
corporation or business organization or entity to which this Agreement is
assigned. The headings contained in this Agreement are for reference only and
shall not in any way affect the meaning or interpretation of this Agreement. If
any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party’s
right to subsequently enforce and compel strict compliance with every provision
of this Agreement. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument and, in pleading or proving any
provision of this Agreement, it shall not be necessary to produce more than one
of such counterparts.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.


 


 


ARKANOVA ENERGY CORPORATION


 


 


	
  By:
  

  	
  /s/ Pierre Mulacek

  	
   

  	
  /s/ Garrett Cook

  
	
   

  	
  Pierre Mulacek, President

  	
  GARRETT
  COOK

  



 


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