EXHIBIT 10.1








 


# 507 3100 Dundee Road Northbrook, IL 60062


 


September 19, 2014


 


PRIVATE AND CONFIDENTIAL


HAND-DELIVERED


 


Mr. Blair Vago


C/O Ivanhoe Energy Ecuador


Quito, Ecuador


 


Dear Blair,


 


Ivanhoe Energy Inc. considers retaining
your expertise as important to the achievement of the company corporate objectives and the ongoing success of critical projects
currently being undertaken by the organization.


 


Position


We are pleased to offer you a promotion
to the position of Acting Vice President, Finance & Chief Financial Officer for Ivanhoe Energy Inc. Your employment
will be based in the Chicago Illinois area and you will be repatriated from Quito, Ecuador to the USA to execute your new duties
and responsibilities.


 


Base Compensation


In addition to your current base compensation
of $ 174,632 you will receive an uplift of $ 75,368 (paid semi-monthly) which will increased your overall base compensation to
$ 250,000 per annum. The change in compensation will be effective October 16, 2014.


 


The Company confirms the continuation of
your current employment on the same terms and conditions as presently provided under your existing employment agreement which includes
any annual awards for incentive compensation.


 


During the period of Acting Vice President
Finance & CFO your total compensation will be managed at Grade Level C which will entitle you to variable pay targets for bonus
consideration at 35% of base pay and an annual long term incentive target of 120% of base pay. Any allotment of incentive pay will
be paid out in a combination of stock options and RSU awards.


 




    	 



    	 



    




 


Long Term Incentive


Subject to Board approval, and in recognition
of your new duties and responsibilities, you will receive a one time grant of incentive stock options exercisable to purchase
up to a total of 100,000 common shares of the Company pursuant to the Company’s Employees’ and Directors’ Equity
Incentive Plan (the “Plan”) at a price per common share determined in accordance with the terms of the Plan. The Employee’s
incentive stock options will vest and become exercisable in accordance with the following schedule:


 


		(a)	Options in respect of an initial 25,000 common shares will
become exercisable as of the 1st anniversary of the Commencement Date;



		(b)	Options in respect of an additional 75,000 common shares
will become exercisable as to 25,000 common shares on the second through the fourth anniversaries of the Commencement Date and;



		(c)	Subject to earlier termination pursuant to the terms of
the Plan, any of the Employee’s incentive stock options remaining unexercised as of the seventh (7th) anniversary
of the Commencement Date will expire and cease to be exercisable.



 


I am extremely pleased with your contribution
to date and your commitment to Ivanhoe Energy Inc. I look forward to continuing to rely on your expertise as we advance the company.


 


Sincerely,


 


IVANHOE ENERGY INC.


 


	/s/ Carlos A. Cabrera	 
	Carlos A. Cabrera	 
	Executive Chairman	 


 


ACCEPTED ON AND AGREE TO, this 19th
day of September, 2014


 


	/s/ Blair Vago	 
	Blair Vago 	 
	 	 
	Cc   SVP Human Resources