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Chief Financial Officer Employment Agreement

This is an actual contract by Cano Petroleum,.

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Sectors: Energy
Governing Law: Texas, View Texas State Laws
Effective Date: June 23, 2008
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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 Ben Daitch , an individual currently residing in Dallas County, Texas ("Employee"), as of the 23 rd day of June, 2008 (the "Effective Date"). The Company and Employee may sometimes be referred to herein individually as "Party" and collectively as "Parties."


A. The Company desires to employ Employee 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. Employee 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 Employee in the capacity of Sr. Vice President and Chief Financial Officer, and Employee hereby agrees to accept such employment by the Company, upon the terms and conditions stated in this Agreement.

2. Term. The employment of Employee by the Company as provided in this Section will be for a term of three (3) years (the 91"Term" or "Employment Period") commencing on the Effective Date and expiring at the close of business on June 23, 2011.

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

4. Compensation .

(a) Salary : The Company shall pay Employee for his services, a base salary, on an annualized basis, of $250,000.00 (Two Hundred Fifty 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 Company92s normal payroll dates. All 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, Employee shall be eligible for periodic cash bonuses in an amount up to 100% of the then base salary and/or stock bonuses at the discretion of the Board of Directors of the Company.

(b) Stock Award : In addition to the base salary described in paragraph 4(a) above, Employee shall receive 100,000 shares of restricted common stock in the Company. The restrictions on the shares shall lapse in 33,333 share increments on each of June 23, 2009, June 23, 2010 and June 23, 2011, provided Employee is still employed by the Company at that time. The terms and conditions of this restricted stock award shall be contained in an agreement to be executed by the Company and Employee and which will be awarded pursuant to the 2005 Cano Petroleum, Inc. Long Term Incentive Plan.

(c) Raises : Employee may receive increases in the base salary at the discretion of the Board of Directors of the Company, which increased base salary shall become the base salary for purposes of this Agreement.

5. Vacations and Days Off . Employee 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 Employee 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. Employee 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 Employee92s 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 Employee92s position or necessary for Employee to perform his assigned tasks, duties and responsibilities under this Agreement.

7. Expenses and Services . During the term of Employee92s employment hereunder, Employee shall be entitled to receive prompt reimbursement for all pre-approved, reasonable expenses incurred by Employee 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 Employee92s employment hereunder, Employee shall be entitled to participate in any employee stock ownership plans, 401K plans, health and dental insurance and other employee benefit plans and programs maintained by the Company applicable to other executive officers on the same basis as other executive officers of the Company.


9. Confidential Information . Employee and the Company agree that, upon executing this Agreement, the Company will provide Employee 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 data or information, that is valuable, special and a unique asset of the Company and its Affiliates. Employee 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; or (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 Employee has received the prior written consent of the Company. Upon termination of Employee92s employment for any reason or upon a request, at any time, by the Company, Employee shall promptly deliver to the Company all drawings, manuals, letters, notebooks, customer lists, documents, records, equipment, files, computer disks or tapes, reports or any other materials relating to the Company92s business (and all copies) which are in Employee92s possession or under Employee92s control.

10. Early Termination . Employee92s employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

(a) Employee92s employment hereunder will terminate upon his death;

(b) If, as a result of Employee92s incapacity due to physical or mental illness, Employee 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 Employee92s employment hereunder.

(c) The Company may terminate Employee92s employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee92s employment hereunder upon (i) the willful and continued failure by Employee to substantially perform his duties hereunder (other than any such failure resulting from Employee92s incapacity due to physical or mental illness); (ii) the willful engaging by Employee in misconduct which is injurious or disparaging to the Company; or (iii) the conviction of Employee of any felony or crime of moral turpitude. For purposes of this subsection (c), no act, or failure to act, on Employee92s 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 Employee92s employment by the Company or by Employee (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the
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