Table
of Contents
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the fiscal year ended: June 30, 2009
OR
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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COMMISSION FILE NUMBER: 001-32496
Cano
Petroleum, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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77-0635673
(IRS Employer
Identification Number)
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801 Cherry St., Suite 3200
Fort Worth, Texas
(Address of principal executive office)
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76102
(Zip Code)
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(817) 698-0900
(Registrants
telephone number, including area code)
Securities registered pursuant to Section 12(b) of
the Exchange Act:
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Title
of each class:
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Name
of each exchange on which registered:
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COMMON STOCK,
PAR VALUE $.0001 PER SHARE
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NYSE AMEX
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Securities registered pursuant to Section 12(g) of the
Exchange Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act. Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
x
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes
o
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes
o
No
x
The
aggregate market value of the voting and non-voting common equity of the
registrant held by non-affiliates, computed by reference to the closing sales
price of such stock, as of December 31, 2008, was approximately $16.4
million. (For purposes of determination of the aggregate market value, only
directors, executive officers and 10% or greater stockholders have been deemed
affiliates.)
The
number of shares outstanding of the registrants common stock, par value $.0001
per share, as of October 26, 2009 was 45,570,147 shares.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Table of Contents
Explanatory Note about the Report
Cano Petroleum, Inc. (together with its direct
and indirect subsidiaries, Cano, we, us, its or the Company) is
filing this Amendment No. 1 on Form 10-K/A (this Amendment) to its
Annual Report on Form 10-K for the fiscal year ended June 30, 2009,
originally filed on September 28, 2009, for the purpose of including the
information required by Part III of Form 10-K. In addition, we are
also including as exhibits to this Amendment the certifications required under Section 302
of the Sarbanes-Oxley Act of 2002.
Because no financial statements are contained within this Amendment, we
are not including certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Except as
set forth herein, no other changes are made to our Annual Report on Form 10-K
for the fiscal year ended June 30, 2009.
Table of Contents
PART III
Item 10. Directors,
Executive Officers and Corporate Governance.
The
following table sets forth the names and ages of the current members of our
Board of Directors and our executive officers and the positions held by each.
Name
|
|
Age
|
|
Position
|
S.
Jeffrey Johnson
|
|
44
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|
Chief
Executive Officer and Chairman of the Board of Directors
|
Benjamin
Daitch
|
|
41
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Senior
Vice President and Chief Financial Officer
|
Patrick
M. McKinney
|
|
50
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Senior
Vice PresidentEngineering and Operations
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Michael
J. Ricketts
|
|
51
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Vice
President and Principal Accounting Officer
|
Phillip
Feiner
|
|
36
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Vice
President and General Counsel
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Randall
Boyd
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|
52
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Director
|
Robert
L. Gaudin
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|
59
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|
Director
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Donald
W. Niemiec
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63
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Director
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William
O. Powell
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62
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|
Director
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Steven
J. Pully
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|
49
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|
Director
|
Garrett
Smith
|
|
48
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|
Director
|
David
W. Wehlmann
|
|
50
|
|
Director
|
Each
director holds office until the next annual meeting of our stockholders and
until his successors have been duly elected and qualified or until such
directors earlier resignation or removal. Our executive officers are elected
by, and serve at the designation and appointment of the Board of Directors.
Some of our directors and executive officers also serve in various capacities
with our subsidiaries. There are no family relationships among any of our
directors and executive officers.
Background of Executive Officers and Directors
S. Jeffrey Johnson,
Chief
Executive Officer and Chairman of the Board of Directors
. Mr. Johnson was appointed Chief
Executive Officer on May 28, 2004 and Chairman on June 25, 2004.
Prior to joining Cano, Mr. Johnson served as the Chief Executive Officer
of Cano Energy Corporation from 2001 through 2004, and he served as the Chief
Executive Officer of Scope Operating Company from 1997 through 2004.
Benjamin Daitch,
Senior Vice President and Chief Financial Officer
.
Mr. Daitch was appointed Senior Vice
President and Chief Financial Officer on June 23, 2008. From March 2008
until June 2008, he was a financial consultant to CDX Gas, LLC, and from September 2006
until March 2008, he served as Senior Vice President and Chief Financial
Officer of CDX Gas, LLC. From April 2006 until September 2006,
he served as Vice President in the Energy and Infrastructure Group of Trust
Company of the West. From August 2004 to April 2006, he was a
Director in the Global Energy Group of UBS Investment Bank. From June 2000
until August 2004, he served as a Vice President in the Natural Resources
Investment Banking Group of Banc of America Securities, LLC.
Patrick M. McKinney
,
Senior
Vice PresidentEngineering and Operations
.
On November 9, 2006, Mr. McKinney was appointed Senior Vice
PresidentEngineering and Operations. From June 1, 2006 until November 9,
2006, he was Vice PresidentBusiness Development. From April 2005
until June 2006, he was the Manager of Corporate Planning for Pioneer
Natural Resources Company where he analyzed the corporate portfolio and
portfolio based assessments of the company. From July 2002 until April 2005,
he was the President of Transcor America LLC, which was the nations largest
private prisoner transportation and extradition company. From December 1999
until July 2002, he was the Senior Vice PresidentChief Financial Officer
and Secretary of freightPro, Inc., a transportation, warehousing and
logistics company. From 1982 to 1993, he served in engineering and
management positions with Union Pacific Resources Company and its parent, Union
Pacific Corporation.
Michael J. Ricketts,
Vice
President and Principal Accounting Officer
. Mr. Ricketts was appointed Chief
Financial Officer and Principal Accounting Officer on May 28, 2004 and
remained in such positions until June 1, 2006. He remains the
Principal Accounting Officer. Mr. Ricketts served as a member of our Board
of Directors from June 25, 2004 until April 6, 2005. Mr. Ricketts
is a Certified Public Accountant. Prior to joining
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Cano,
Mr. Ricketts was employed by TNP Enterprises, Inc. and its
subsidiaries, Texas-New Mexico Power Company and First Choice Power for 15
years. He served as Director, Treasury from 2003 to 2004. He served as
Director, Business Development from 2002 until 2003. He was the Controller and
Assistant Controller from 1998 until 2002.
Phillip Feiner,
Vice President and General Counsel
. Mr. Feiner was appointed Vice President
and General Counsel on May 7, 2008 and was Assistant General Counsel from February 2007
until May 7, 2008. Prior to joining us, Mr. Feiner served as General
Counsel to BDS International, LLC, a Dallas-based exploration and development
company, as well as its affiliate Piute Pipeline from February 2002 until August 2005.
From August 2005 until February 2007, Mr. Feiner maintained his
own law practice specializing in real estate and corporate matters. He is
a licensed attorney in the states of Texas and North Carolina.
Randall Boyd,
Director
.
Mr. Boyd was appointed to our Board of Directors on October 25,
2004. Mr. Boyd began his career with IBM in 1979 and served in
various capacities, including sales, market forecasting/pricing and industry
strategy. He joined Sky Chefs in 1989 and left the company in 2003. In 2001, he
was appointed CEO of the Americas Regions, member of the Global Executive Board
and Global Executive Vice President of Marketing and Sales of Sky Chefs. Since
2004, he has been Executive Producer of the television production Honey Hole
and has been president of R.C. Boyd Enterprises, LLC, the owner of the
television production.
Robert L. Gaudin,
Director
.
Mr. Gaudin was appointed to our Board of Directors on March 2,
2007.
Mr. Gaudin
maintains over thirty years of exploration and land management experience in
the oil and gas industry and since 1998 has been the owner of Grande Energy
Company. He is also an owner of Holland
Acquisitions and Extra Energy in Fort Worth, Texas. Mr. Gaudin is an
active member in oil and gas industry associations, including the Society of
Petroleum Engineers, the American Association of Petroleum Geologists and the
American Association of Petroleum Landmen.
Donald W. Niemiec,
Director
.
Mr. Niemiec was appointed to our Board of Directors on March 2,
2007.
From 1982 to 2000, Mr. Niemiec
was employed in various capacities by Union Pacific Resources Group, Inc.,
including President of Union Pacific Fuels, Inc. and Vice President,
Marketing & Corporate Development. From 2000 to the present, he
has served as President of WR Energy, LLC, a strategic consulting company for
the energy industry.
William O. Powell, III,
Director
.
Mr. Powell was appointed to our Board of Directors on March 12,
2007.
From May 1974 to June 2002,
Mr. Powell held various positions, including Worldwide Engagement
Leader-Partner with PricewaterhouseCoopers, focusing on energy companies.
From October 2003 to March 2004, Mr. Powell was the Vice
President and Chief Accounting Officer for La Quinta Corporation and served as
Senior Vice President/Chief Financial Officer and Treasurer of ABS Group of
Companies from March 2005 to December 2006. Mr. Powell is
a Certified Public Accountant.
Steven J. Pully
,
Director
. Mr. Pully was appointed to our Board of
Directors on May 26, 2009. Since July 2008,
Mr. Pully has been the General Counsel of Carlson Capital, L.P. (Carlson),
an asset management firm. Carlson
currently beneficially owns approximately 11% of the Companys common
stock. From October 2007 through July 2008,
Mr. Pully was a consultant, working primarily in the asset management
industry. From December 2001
through October 2007, he worked for Newcastle Capital Management, L.P., an
investment partnership, where he served as president from January 2003
through October 2007. He also
served as Chief Executive Officer of New Century Equity Holdings Corp. from June 2004
through October 2007. From May 2000
to December 2001, he served as a managing director in the investment
banking department of Bank of America Securities, Inc. and from January 1997
through May 2000, he was a member of the investment banking department of
Bear Stearns where he became a senior managing director in December 1999. Mr. Pully serves as a director of Ember
Resources and Energy Partners Ltd. Mr. Pully
is licensed as an attorney and Certified Public Accountant in the state of
Texas and is a Chartered Financial Analyst.
Garrett Smith
,
Director
. Mr. Smith was elected to our Board of
Directors at our Annual Meeting of Stockholders on January 9, 2009. Mr. Smith
founded the Spinnerhawk Companies and certain affiliates, which make private
investments in the energy, real estate and health care industries, in February 2005.
Before forming Spinnerhawk, Mr. Smith served as a member of the Investment
Committee at BP Capital, a private investment firm
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that focuses on investments in the energy sectors,
from December 2001 to December 2004. He was also the portfolio
manager of the BP Capital Energy Equity Fund, which he co-founded with T. Boone
Pickens in 2000. Previously, Mr. Smith was Chief Financial Officer and
Executive Vice President of Pioneer Natural Resources. Mr. Smith currently
serves as a member of the board of directors of The Hallwood Group Incorporated
and Pacific Energy Resources Limited.
David W. Wehlmann
,
Director
. Mr. Wehlmann was elected to
our Board of Directors at our Annual Meeting of Stockholders on December 12,
2007. He currently serves as the Executive Vice President, Investor
Relations for Precision Drilling since Precision Drilling Trust acquired Grey
Wolf, Inc. in December 2008. Mr. Wehlmann joined Grey Wolf in July 1996
as Vice President and Controller. He was
promoted to Senior Vice President, Chief Financial Officer and Secretary in February 1998
and Executive Vice President in March 2003. From November 1994 until he joined Grey
Wolf, Mr. Wehlmann was Vice President and Chief Accounting Officer of
EnerVest Management Company, L.C., a privately-held oil and gas property
acquisition and management company. Mr. Wehlmann
was Controller of Convest Energy Corporation, a publicly traded oil and gas
exploration and production company, from April 1991 until November 1994. Mr. Wehlmann is a Certified Public
Accountant.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of
the Securities Exchange Act of 1934 requires our directors and executive
officers and persons who beneficially own more than ten percent of a registered
class of our equity securities to file with the Securities and Exchange
Commission (SEC) initial reports of ownership and reports of change in
ownership of our common stock and other equity securities. Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they
file. To our knowledge, the following persons have failed to file, on a timely
basis, the identified reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year:
Name and Relationship
|
|
Number
of late reports
|
|
Transactions not
timely reported
|
|
Known failures to
file a required form
|
|
Randall Abramson (10% stockholder)
|
|
1 (Form 4)
|
|
1
|
|
|
|
S. Jeffrey Johnson (Chief Executive Officer and
Chairman of the Board of Directors)
|
|
1 (Form 4)
|
|
1
|
|
|
|
Patrick McKinney (Senior Vice PresidentEngineering
and Operations)
|
|
1 (Form 4)
|
|
1
|
|
|
|
Michael J. Ricketts (Vice President and Principal
Accounting Officer)
|
|
1 (Form 4)
|
|
1
|
|
|
|
Phillip B. Feiner (Vice President and General
Counsel)
|
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1 (Form 4)
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|
1
|
|
|
|
Steven J. Pully (Director) (1)
|
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1 (Form 3)
|
|
|
|
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|
Randall Boyd (Director)
|
|
1 (Form 4)
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1
|
|
|
|
Garrett Smith (Director)
|
|
1 (Form 3)
|
|
|
|
|
|
(1) Mr. Pullys
Form 3 was initially filed on time but was later amended to correct
certain information.
Code of Ethics
The
Board of Directors has adopted a Code of Ethics and Business Conduct that
applies to all directors, officers and employees of Cano, a copy of which was
filed as Exhibit 14.1 to our annual report on Form 10-KSB for the
fiscal year ended June 30, 2004, filed with the SEC on September 23,
2004. A current copy of the Code of Ethics and Business Conduct, the Bylaws of
Cano, the Audit Committee Charter, the Compensation Committee Charter and the
Nominating and Corporate Governance Committee Charter may be found on Canos
internet website at www.canopetro.com. Copies of these documents are also
available, without charge, to stockholders upon written request to Phillip
Feiner, 801 Cherry St., Suite 3200, Fort Worth, Texas 76102.
Committees
The Audit Committee is composed of Messrs. Powell,
Smith and Wehlmann. Mr. Niemiec served on our Audit Committee until February 2,
2009, at which time he was replaced by Mr. Smith. The Audit Committee held
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eight
meetings during Fiscal 2009. No member of the Audit Committee may be an officer
of Cano. The Board of Directors has determined that each of the Audit Committee
members is an independent director as required by the rules of the NYSE
Amex (formerly known as the American Stock Exchange) and Rule 10A-3(b)(1)(ii) of
the Exchange Act. The principal responsibilities of the committee are described
in the Audit Committee Charter. The Audit Committee retains the firm of
independent public accountants that annually audits our books and records. The
Audit Committee reviews the scope and results of the audit with the independent
public accountants, as well as our accounting procedures, internal controls,
accounting and financial reporting policies and practices, and makes reports
and recommendations to the Board of Directors as it deems appropriate. The
Audit Committee also conducts appropriate review and oversight over related
party transactions. The Board of Directors has determined that Mr. William
O. Powell, III, the Audit Committee Chairman, is the Audit Committee
financial expert.
The
Compensation Committee is composed of Messrs. Gaudin, Niemiec and
Wehlmann. Mr. Niemiec has been the
Chairman of the Compensation Committee since May 17, 2007. The
Compensation Committee held five meetings during Fiscal 2009. Each of the
Compensation Committee members is an independent director as required by the rules of
the NYSE Amex (formerly known as the American Stock Exchange), an outside
director as defined under Section 162(m) of the Code, and a non-employee
director as defined under Section 16b-3 of the Exchange Act. The Compensation Committee is responsible for
reviewing and making recommendations to all the members of the Board of
Directors that qualify as independent directors under the rules of the
NYSE Amex (formerly known as the American Stock Exchange), outside directors
under Section 162(m) of the Code and non-employee directors as
defined under Section 16b-3 of the Exchange Act (the Independent Board)
with respect to the base salary, incentive compensation, deferred compensation,
stock options, performance units and other equity based awards for the Chief
Executive Officer and all other executive officers.
The
Nominating and Corporate Governance Committee is composed of Messrs. Gaudin,
Niemiec and Smith. Mr. Wehlmann served on our Nominating and Corporate
Governance Committee until February 2, 2009, at which time he was replaced
by Mr. Smith. The Nominating and Corporate Governance Committee held seven
meetings during Fiscal 2009. Each of the Nominating and Corporate Governance
Committee members is an independent director as required by the rules of
the NYSE Amex (formerly known as the American Stock Exchange). The Nominating
and Corporate Governance Committee is responsible for overseeing matters of
corporate governance, including the evaluation of the performance and practices
of the Board of Directors. This committee is also responsible for the search,
screening and the selection process for new candidates for director and then
for making recommendations to the Board of Directors regarding nominees. The
Nominating and Corporate Governance Committee is responsible for reviewing the
overall skills and characteristics required of members of the Board of
Directors, and reviewing that with the Board of Directors on an annual
basis. No material changes have been
made to the procedures by which our stockholders may recommend nominees to the
Board of Directors since we described the procedures in our proxy statement filed
with the Securities Exchange Commission on December 3, 2008.
Item 11. Executive
Compensation
.
2009 and 2008 Summary Compensation Table
The
following table summarizes the total compensation awarded to, earned by or paid
to (i) S. Jeffrey Johnson, our Chief Executive Officer and Chairman of the
Board for the fiscal year ended June 30, 2008 (Fiscal 2008) and Fiscal
2009, (ii) Benjamin Daitch, our Senior Vice President and Chief Financial
Officer beginning June 23, 2008 through June 30 2008 and Fiscal 2009,
(iii) Morris B. Smith, our Senior Vice President and Chief Financial
Officer through June 23, 2008 and a Senior Vice President from June 23,
2008 and a Senior Vice President from June 23, 2008 through September 30,
2008, and (iv) Patrick M. McKinney, our Senior Vice President of Engineering
and Operations for Fiscal 2008 and Fiscal 2009.
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Table of Contents
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)(a)
|
|
Option
Awards
($)(b)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
All Other
Compensation
($)(c)
|
|
Total ($)
|
|
S.
Jeffrey Johnson
|
|
2009
|
|
527,312
|
|
|
|
765,356
|
|
48,071
|
|
100,000
|
|
37,888
|
|
1,478,627
|
|
Chief
Executive Officer and Chairman of the Board
|
|
2008
|
|
492,815
|
|
|
|
535,237
|
|
112,688
|
|
33,039
|
|
29,355
|
|
1,203,134
|
|
Benjamin
Daitch
|
|
2009
|
|
250,000
|
|
|
|
515,339
|
|
|
|
50,000
|
|
3,470
|
|
818,809
|
|
Senior
Vice President and Chief Financial Officer
|
|
2008
|
|
4,808
|
|
|
|
10,263
|
|
|
|
|
|
231
|
|
15,302
|
|
Morris
B. Smith
|
|
2009
|
|
75,000
|
|
|
|
227,216
|
|
|
|
|
|
495
|
|
302,711
|
|
Senior
Vice President
|
|
2008
|
|
300,000
|
|
|
|
533,369
|
|
39,441
|
|
40,000
|
|
|
|
912,810
|
|
Patrick
M. McKinney
|
|
2009
|
|
250,000
|
|
|
|
649,423
|
|
24,036
|
|
50,000
|
|
3,750
|
|
977,209
|
|
Senior
Vice President of Engineering and Operations
|
|
2008
|
|
250,000
|
|
|
|
497,700
|
|
56,344
|
|
16,212
|
|
1,385
|
|
821,641
|
|
(a) Amounts reported reflect the dollar
amount required to be expensed for financial statement reporting purposes in
Fiscal 2008 and Fiscal 2009 in accordance with Statement of Financial
Accounting Standards No. 123 (R), Share Based Payment and includes
awards granted in prior periods. Pursuant to SEC rules, the amounts shown
exclude the impact of estimated forfeitures related to service-based vesting
conditions. We refer you to the discussion of the assumptions used in the
valuation in Note 10 of Notes to Consolidated Financial Statements in our 2009
Annual Report on Form 10-K. The restricted stock was granted under
our 2005 Long-Term Incentive Plan. The ultimate amount realized may be
significantly more or less than the amount shown depending on the price of our
stock at the time of vesting or the time of sale of the restricted stock. There were no restricted stock issuances
during Fiscal 2009.
(b) Amounts reported reflect the dollar
amount required to be expensed for financial statement reporting purposes in
Fiscal 2009 in accordance with Statement of Financial Accounting Standards No. 123
(R), Share Based Payment and includes awards granted in prior periods.
Pursuant to SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. We refer you to the
discussion of the assumptions used in the valuation in Note 11 of Notes to
Consolidated Financial Statements in our 2009 Annual Report on Form 10-K.
All stock options were granted under our 2005 Long-Term Incentive Plan. The
ultimate amount realized may be significantly more or less than the amount
shown depending on the price of our stock at the time of exercise. There were no issuances of stock options to
the Cano executives during Fiscal 2009.
(c) For Mr. Johnson, All Other
Compensation consists of the total of all car allowances, lunch/athletic club
dues and country club dues we paid for on behalf of Mr. Johnson and all
Company 401(K) contributions and lunch/athletic club dues. For all others, such amount consists of
Company 401(K) contributions.
Discussion Regarding Summary Compensation Table
Base
salary paid and the amount of cash bonuses/non-equity incentive plan
compensation paid represented from 24.8% to 42.4% of the executive officers
total compensation as represented in the Summary Compensation Table with the
percentages being as follows: Mr. Johnson 42.4%; Mr. Daitch
36.2%; Mr. Smith 24.8%; and Mr. McKinney 30.4%.
The
following is a summary of the employment agreements with Messrs. Johnson,
Daitch, Smith and McKinney:
S. Jeffrey Johnson
. We have an employment agreement with Mr. Johnson
through May 31, 2011 pursuant to which he receives a current annual salary
of $545,144 and a bonus to be determined at the discretion of the Board of
Directors of up to Mr. Johnsons entire annual base salary. Mr. Johnson
is entitled to receive raises of at least 7% per year effective on January 1
of each year.
Benjamin Daitch
. We have an employment agreement with Mr. Daitch
through June 23, 2011, appointing him as Senior Vice President and Chief
Financial Officer. Pursuant to the employment agreement, his current
annual salary is $250,000 and he is eligible for a bonus to be determined at
the discretion of the Board of Directors of up to his entire annual base salary
and/or stock bonuses.
Morris B. Sam Smith
. We had an employment agreement with Mr. Smith
through May 31, 2011, appointing him as Senior Vice President and Chief
Financial Officer. On June 23,
2008, Mr. Smith became our Senior Vice President. Mr. Smiths employment agreement was
terminated on September 30, 2008 upon his retirement from the
Company. We have a consulting agreement
with Mr. Smith, dated October 1, 2008, pursuant to which Mr. Smith
provides consulting services to Canos board and its executives. The term of the consulting agreement has
expired and is now month to month.
5
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Patrick
M. McKinney
.
We have an employment agreement with Mr. McKinney through May 31,
2011, appointing him as Senior Vice PresidentEngineering and Operations. Pursuant
to the employment agreement, his current annual salary is $250,000 and he is
eligible for a bonus to be determined at the discretion of the Board of
Directors of up to his entire annual base salary and/or stock bonuses.
Pursuant to the
employment agreements with Messrs. Johnson, Daitch, Smith (through September 30,
2008) and McKinney, without incurring any additional liability, we may
terminate the employment of any of them prior to the termination of his
employment agreement (i) upon his death, (ii) if, due to illness, he
shall have been absent or unable to perform his duties for a total of 90 days
during any 12 month period, or (iii) for Cause, as such term is
defined in the employment agreements.
Stock
Incentive Plan
.
We
adopted the 2005 Cano Petroleum, Inc. Long Term Incentive Plan (the Plan)
effective as of December 7, 2005 for the purpose of attracting and
retaining the services of key employees, key
consultants and outside directors of Cano and its
subsidiaries and providing such persons with a proprietary interest in Cano
through the granting of incentive stock options, non-qualified stock options,
stock appreciation rights, restricted stock, restricted stock units,
performance awards, dividend equivalent rights, and other awards. An aggregate
of 3,500,000 shares of common stock have been reserved for issuance under the
Plan. The Plan is administered by the Board of Directors. Any
employee, consultant or outside director of Cano or any subsidiary whose
judgment, initiative, and efforts contributed or may be expected to contribute
to the successful performance of Cano or any subsidiary is eligible to
participate in the Plan; provided that only employees of Cano or any subsidiary
shall be eligible to receive incentive stock options. Awards may be
granted at any time and from time to time as the Committee shall determine and
shall be evidenced by an award agreement setting forth the award being granted,
the total number of shares of common stock subject to the award(s), the option
price (if applicable), the award period, the date of grant, and such other
terms, provisions, limitations, and performance objectives, as are approved by
the Board of Directors or appropriate committee, but not inconsistent with the
Plan. As of the date of this report,
824,741 shares of our common stock (net of forfeitures) and options to purchase
1,375,002 shares of our common stock (net of forfeitures) have been granted
under the Plan.
Any dividends that are
paid on our common stock are also payable on the restricted stock. The
executive officers have the right to vote all shares of restricted stock held
by them.
Outstanding
Equity Awards at June 30, 2009
The following table
summarizes the total outstanding equity awards as of June 30, 2009 for
each executive officer. The market value of the stock awards was based on
the closing price of our common stock as of June 30, 2009 (the last
trading day of the Fiscal 2009) which
was $0.95 per share. The unvested restricted stock grants and stock
option awards include the grants of restricted stock and grants of stock
options made in Fiscal 2009, all of which were unvested at June 30, 2009.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(b)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of Shares
of Stock
that
Have not
Vested
(#)(c)
|
|
Market
Value of
Shares of
Stock
that
Have not
Vested
($)(a)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares that
Have not
vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
that Have
not vested
(#)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.
Jeffrey Johnson
|
|
66,666
|
|
|
|
66,666
|
|
5.42
|
|
12/28/2016
|
|
196,667
|
|
186,834
|
|
|
|
|
|
Benjamin
Daitch
|
|
|
|
|
|
|
|
|
|
|
|
66,667
|
|
63,334
|
|
|
|
|
|
Morris
B. Smith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick
M. McKinney
|
|
33,334
|
|
|
|
33,334
|
|
5.42
|
|
12/28/2016
|
|
156,667
|
|
148,834
|
|
|
|
|
|
6
Table of Contents
(a)
The market value is based on the June 30,
2009 closing price of $0.95 per share.
(b)
The following table provides the vesting
dates as of June 30, 2009 for unvested stock options.
Vesting Date
|
|
S. Jeffrey
Johnson
|
|
Patrick M.
McKinney
|
|
December 28, 2009
|
|
33,334
|
|
16,667
|
|
February 19, 2010
|
|
|
|
|
|
June 30, 2010
|
|
|
|
|
|
February 19, 2011
|
|
|
|
|
|
Total Unvested Stock Options
|
|
33,334
|
|
16,667
|
|
(c)
The following table provides the vesting
dates as of June 30, 2009 for unvested stock awards.
Vesting Date
|
|
S. Jeffrey
Johnson
|
|
Benjamin
Daitch
|
|
Patrick M.
McKinney
|
|
July 2, 2009
|
|
45,000
|
|
|
|
38,333
|
|
May 12, 2010
|
|
53,333
|
|
|
|
40,000
|
|
June 23, 2010
|
|
|
|
33,333
|
|
|
|
July 2, 2010
|
|
45,000
|
|
|
|
38,334
|
|
May 12, 2011
|
|
53,334
|
|
|
|
40,000
|
|
June 23, 2011
|
|
|
|
33,334
|
|
|
|
Total Unvested Stock Awards
|
|
196,667
|
|
66,667
|
|
156,667
|
|
2009
Director Compensation
Name
|
|
Fees Earned or
Paid in Cash (4)
|
|
Stock
Awards ($)
|
|
Option
Awards
($)(5)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|
Randall Boyd
|
|
$
|
58,000
|
|
|
|
$
|
6,500
|
|
|
|
|
|
|
|
$
|
64,500
|
|
Robert L. Gaudin
|
|
66,000
|
|
|
|
6,500
|
|
|
|
|
|
|
|
72,500
|
|
Gerald W. Haddock (1)
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
Donald W. Niemiec
|
|
80,000
|
|
|
|
6,500
|
|
|
|
|
|
|
|
86,500
|
|
William O. Powell
|
|
76,000
|
|
|
|
6,500
|
|
|
|
|
|
|
|
82,500
|
|
Steven J. Pully (2)
|
|
20,082
|
|
|
|
|
|
|
|
|
|
|
|
20,082
|
|
Garrett Smith (3)
|
|
41,000
|
|
|
|
|
|
|
|
|
|
|
|
41,000
|
|
David Wehlmann
|
|
62,000
|
|
|
|
6,500
|
|
|
|
|
|
|
|
68,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Resigned as a director
on October 23, 2008.
|
|
|
(2)
|
Elected as a director
on May 26, 2009.
|
|
|
(3)
|
Elected as a director
on January 9, 2009.
|
|
|
(4)
|
Represents the amount
of compensation earned and paid in cash during Fiscal 2009 for Board and
committee service and includes an amount for pro-rated annual retainer and
annual committee retainer fee for services not yet earned from July 1,
2009 through December 31, 2009.
|
|
|
(5)
|
Amounts reported
reflect the dollar amount required to be expensed for financial statement
reporting purposes in Fiscal 2009 in accordance with Statement of Financial
Accounting Standards No. 123 (R), Share Based Payment and includes
awards granted in prior periods. Pursuant to SEC rules, the amounts shown
exclude the impact of estimated forfeitures related to service-based vesting
conditions. We refer you to the discussion of the assumptions used in the
valuation in Note 11 of Notes to Consolidated Financial Statements in our
2009 Form 10-K. The grant date fair value of the stock options granted
in Fiscal
|
7
Table of Contents
|
2009 for each of
Messrs. Boyd, Niemiec, Gaudin, Powell and Wehlmann was $32,500. The
grant date fair value was determined in accordance with Statement of
Financial Accounting Standards No. 123 (R), Share Based Payment and
represents the full grant date fair value for the options granted during
Fiscal 2009 to our non-employee directors. The stock options granted during
Fiscal 2009 were granted under our 2005 Long-Term Incentive Plan. The
ultimate amount realized may be significantly more or less than the amount
shown depending on the price of our stock at the time of exercise. At
June 30, 2009, our directors had options exercisable into the following
number of shares: Mr. Boyd 125,000 shares; Mr. Niemiec 70,833
shares, Mr. Gaudin 70,833 shares; Mr. Powell 70,137 shares and
Mr. Wehlmann 50,000 shares.
|
Each non-employee
director receives an annual cash retainer of $30,000. Each non-employee
director receives $1,000 cash for each Board of Directors meeting and Board of
Directors committee meeting attended. The Audit Committee Chairman
receives an additional annual cash retainer to $18,000. The Nominating
and Corporate Governance Committee Chairman and Compensation Committee Chairman
each receive an additional annual cash retainer of $10,000. During Fiscal 2009, we appointed chairmen to
oversee various special committees and paid them as follows: Strategic Initiatives Committee Chairman, Mr. Powell,
was paid $3,000; Fire Litigation Chairman, Mr. Boyd, was paid $3,000; and
Pricing Committee Chairman, Mr. Niemiec, was paid $3,000.
On November 24,
2008, Messrs. Boyd, Niemiec, Gaudin, Powell and Wehlmann were granted
stock options to purchase 25,000 shares of our common stock at the per share closing
price on November 24, 2008 which was $0.43 with such options being
immediately vested.
On June 28, 2007, we
resolved that upon the resignation of any current member of the Board of
Directors who is in good standing on the date of resignation, such members
unvested stock options shall be vested and shall have the exercise period
extended to 24 months after the date of resignation. As of June 30, 2009, former Cano board
members Don Dent and Gerald Haddock had outstanding stock options of 50,000 and
125,000, respectively.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
.
Security
Ownership of Certain Beneficial Owners and Management
The following table sets
forth certain information, as of October 28, 2009 with respect to the
beneficial ownership of the outstanding common stock and outstanding Series D
Convertible Preferred Stock by: (i) any beneficial holder of more than
five (5%) percent of our outstanding common stock or outstanding Series D
Convertible Preferred Stock; (ii) each of our named executive officers and
directors; and (iii) our directors and executive officers as a group. The Series D
Convertible Preferred Stock votes on an as converted basis with our outstanding
common stock with each of the 26,987 shares of Series D Convertible
Preferred Stock having a stated value of $1,000 per share and a conversion
price of $5.75 plus PIK dividends and dividends accrued since October 1,
2009. Except as otherwise indicated, each of the stockholders listed below has
sole voting and investment power over the shares beneficially owned. Unless
known otherwise by us, the beneficial ownership information is based on the
most recent Form 3, Form 4, Form 5, Schedule 13D or Schedule
13G.
Name of Beneficial Owner(1)
|
|
Common Stock
Beneficially
Owned(2)
|
|
Percentage
of Common
Stock (2)
|
|
Preferred
Stock
Beneficially
Owned (2)
|
|
Percentage
of Preferred
Stock (2)
|
|
S. Jeffrey Johnson (3)
|
|
1,860,699
|
|
3.7
|
%
|
1,000
|
|
3.7
|
%
|
Benjamin Daitch
|
|
141,183
|
|
*
|
|
|
|
|
|
Patrick M. McKinney (4)
|
|
258,608
|
|
*
|
|
|
|
|
|
Michael J. Ricketts (5)
|
|
426,697
|
|
*
|
|
|
|
|
|
Phillip Feiner (6)
|
|
30,068
|
|
*
|
|
|
|
|
|
Randall Boyd (7)
|
|
537,210
|
|
1.1
|
%
|
|
|
|
|
Donald W. Niemiec (8)
|
|
277,823
|
|
*
|
|
|
|
|
|
Robert L. Gaudin (8)
|
|
95,833
|
|
*
|
|
|
|
|
|
William O. Powell, III (9)
|
|
80,137
|
|
*
|
|
|
|
|
|
David Wehlmann (10)
|
|
85,000
|
|
*
|
|
|
|
|
|
Steven J. Pully
|
|
|
|
*
|
|
|
|
|
|
Garrett Smith
|
|
|
|
*
|
|
|
|
|
|
Carlson Capital, L.P., Asgard Investment Corp. and
Clint D. Carlson (11)
|
|
5,605,818
|
|
12.3
|
%
|
|
|
|
|
1346049 Ontario Limited, Trapeze Asset
Management, Inc. and Trapeze Capital Corp. (12)
|
|
2,984,912
|
|
5.9
|
%
|
3,008
|
|
11.1
|
%
|
Sage Master Investments Ltd., Sage Opportunity Fund
(QP), L.P., Sage Asset Management, L.P., Sage Asset Inc., Barry G. Haimes and
Katherine R. Hensel (13)
|
|
2,538,141
|
|
5.6
|
%
|
|
|
|
|
Barclays Global Investors, N.A. (14)
|
|
2,555,049
|
|
5.6
|
%
|
|
|
|
|
D. E. Shaw Laminar Portfolios, LLC(15)
|
|
2,194,086
|
|
4.3
|
%
|
10,005
|
|
37.0
|
%
|
William Herbert Hunt Trust Estate(16)
|
|
630,484
|
|
1.2
|
%
|
3,625
|
|
13.4
|
%
|
Kellogg Capital Group LLC (17)
|
|
356,826
|
|
*
|
|
2,052
|
|
7.6
|
%
|
Radcliffe SPC, Ltd. (18)
|
|
356,826
|
|
*
|
|
2,052
|
|
7.6
|
%
|
Investcorp Interlachen Multi-Strategy Master Fund
Limited (19)
|
|
275,001
|
|
*
|
|
1,581
|
|
5.9
|
%
|
All officers and directors as a group (12 persons)
|
|
3,793,268
|
(20)
|
7.5
|
%
|
1,000
|
|
3.7
|
%
|
8
Table of Contents
*
|
|
Less than 1%
|
|
|
|
(1)
|
|
Except as otherwise
indicated, the address of each beneficial owner is c/o Cano Petroleum, Inc.,
801 Cherry St., Suite 3200, Fort Worth, Texas 76102.
|
|
|
|
(2)
|
|
Applicable percentage
ownership is based on 45,570,147 shares of common stock outstanding as of
October 28, 2009 and 23,849 shares of Series D Convertible
Preferred Stock issued and outstanding as of October 28, 2009, plus, on
an individual basis, the right of that individual to obtain common stock upon
exercise stock options or conversion of Series D Convertible Preferred
Stock within 60 days of October 28, 2009. On October 28, 2009,
voting together with the common stock, the 23,849 shares of Series D
Convertible Preferred Stock had the voting equivalent of 4,735,396 shares of
our common stock based on a $5.75 conversion price.
|
|
|
|
(3)
|
|
Includes 66,666 shares
issuable upon exercise of outstanding stock options with an exercise price of
$5.42 per share and includes 177,621 shares of common stock issuable within
60 days of October 28, 2009 upon conversion of 1,019 shares of
Series D Convertible Preferred Stock, including common stock attributable
to the PIK dividend and dividends accrued since October 1, 2009. On or
about April 2, 2009, Mr. Johnson pledged 108,381 of his common shares and all
1,000 of his Series D Convertible Preferred shares as collateral for a loan
to purchase his shares of Series D Convertible Preferred Stock.
|
|
|
|
(4)
|
|
Includes 33,334 shares
issuable upon exercise of outstanding stock options with an exercise price of
$5.42 per share.
|
|
|
|
(5)
|
|
Includes 26,666 shares
issuable upon exercise of outstanding stock options with an exercise price of
$5.42 per share.
|
|
|
|
(6)
|
|
Includes 3,333 shares
issuable upon exercise of outstanding stock options with an exercise price of
$5.75 per share.
|
|
|
|
(7)
|
|
Includes 25,000 shares
issuable upon exercise of outstanding stock options with an exercise price of
$4.13 per share, 25,000 shares issuable upon exercise of outstanding stock
options with an exercise price of $6.30 per share, 25,000 shares issuable
upon exercise of outstanding stock options with an exercise price of $5.42
per share, 25,000 shares issuable upon exercise of outstanding stock options
with an exercise price of $7.25 per share and 25,000 shares issuable upon
exercise of outstanding stock options with an exercise price of $0.43 per
share.
|
|
|
|
(8)
|
|
Includes 20,833 shares
issuable upon exercise of outstanding stock options with an exercise price of
$4.73 per share and 25,000 shares issuable upon exercise of outstanding stock
options with an exercise price of $7.25 per share and 25,000 shares issuable
upon exercise of outstanding stock options with an exercise price of $0.43
per share.
|
|
|
|
(9)
|
|
Includes 20,137 shares
issuable upon exercise of outstanding stock options with an exercise price of
$4.73 per share and 25,000 shares issuable upon exercise of outstanding stock
options with an exercise price of $7.25 per share and 25,000 shares issuable
upon exercise of outstanding stock options with an exercise price of $0.43
per share.
|
|
|
|
(10)
|
|
Includes 25,000 shares
issuable upon exercise of outstanding stock options with an exercise price of
$7.25 per share and 25,000 shares issuable upon exercise of outstanding stock
options with an exercise price of $0.43 per share.
|
9
Table of Contents
(11)
|
|
Carlson Capital, LP
(Carlson Capital), Asgard Investment Corp. (Asgard) and Clint D. Carlson
(Carlson) have the power to vote and direct the disposition of
(i) 178,767 shares owned by Black Diamond Offshore Ltd. (Offshore),
(ii) 3,487,661 shares owned by Double Black Diamond Offshore Ltd.
(Double Offshore), (iii) 1,706,78 shares owned by Black Diamond
Relative Value Offshore, Ltd. (Relative Value Offshore) and
(iv) 232,607 held in a managed account. Carlson is President of Asgard
and Chief Executive Officer of Carlson Capital. The principal purpose of
Offshore, Double Offshore and Relative Value Offshore is to invest in
securities. The principal business of Carlson Capital is to serve as the
investment manager to Offshore, Double Offshore and Relative Value Offshore
and to a managed account. The principal business of Asgard is serving as the
general partner of Carlson Capital.
|
|
|
|
(12)
|
|
Includes 533,813 shares
of common stock currently issuable within 60 days of October 28, 2009
upon conversion of 3,008 shares of Series D Convertible Preferred Stock,
including common stock attributable to the dividends accrued since
October 1, 2009. Trapeze Asset Management Inc. an investment adviser
registered under the Investment Advisors Act of 1940, as amended, exercises
sole investment discretion and voting power over the securities held by
certain of its investment advisory clients. In its capacity as an investment
adviser, Trapeze Asset Management Inc. is deemed to have beneficial ownership
over 1,834,741 common shares and 2,443 preferred shares which are convertible
within 60 days of October 28, 2009 into 433,546 shares of common stock,
including common stock attributable to the dividend accrued since
October 1, 2009. Trapeze Capital Corp., a Canadian investment dealer,
exercises sole investment discretion and voting power over the securities
held by certain of its investment advisory clients. In its capacity as an
investment adviser, Trapeze Capital Corp. is deemed to have beneficial
ownership over 481,068 common shares and 565 preferred shares which are
convertible within 60 days of October 28, 2009 into 100,267 shares of
common stock, including common stock attributable to the dividends accrued
since October 1, 2009. 1346049 Ontario Limited controls each of Trapeze
Asset Management Inc. and Trapeze Capital Corp. and exercises sole voting and
dispositive power over the shares held by each of Trapeze Asset Management
Inc. and Trapeze Capital Corp. Randall Abramson controls 1346049 Ontario
Limited and exercises sole voting and dispositive power over the shares held
by Trapeze Asset Management Inc. and Trapeze Capital Corp. In addition,
Randall Abramson owns 135,290 shares of common stock which are included in
the total number of shares of common stock beneficially owned. Each of
Trapeze Asset Management Inc., Trapeze Capital Corp., 1346049 Ontario Limited
and Randall Abramson disclaims beneficial ownership over securities owned by
the directors and officers of Trapeze Asset Management Inc. and Trapeze
Capital Corp., except to the extent that shares are held in discretionary
investment accounts managed by Trapeze Asset Management Inc. or Trapeze
Capital Corp. Their address is 22 St. Clair Avenue East, 18th Floor, Toronto,
ON M4T 253, Canada.
|
|
|
|
(13)
|
|
Sage Master Investments
Ltd. (Sage Master), Sage Opportunity Fund (QP), L.P. (Sage QP), Sage
Asset Management, L.P. (Sage Asset Management), Sage Asset Inc. (Sage
Asset), Barry G. Haimes and Katherine R. Hensel have the power to vote and
direct the disposition of 2,538,141 shares owned by Sage Master. Sage QP is
the controlling shareholder of Sage Master, and Sage Asset Management is the
investment manager of Sage Master. Sage Asset is the general partner of Sage
Asset Management. Mr. Haimes is the controlling person of Sage Asset,
and he owns an additional 51,000 shares personally. Ms. Hensel is a
controlling person of Sage Asset. The address for Sage Master is c/o Appleby
Corporate Services (Cayman) Ltd., Clifton House, 75 Fort Street, PO Box 1350,
Grand Cayman KY1-1108, Cayman Islands.
|
|
|
|
(14)
|
|
Barclays Global
Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors,
Ltd., Barclays Global Investors Japan Limited, Barclays Global Investors
Canada Limited, Barclays Global Investors Australia Limited and Barclays
Global Investors (Deutschland) AG have the power to vote or direct the
disposition of an aggregate of 2,555,049 shares owned by Barclays Global
Investors, NA and Barclays Global Fund Advisors. The address of Barclays
Global Investors, NA and Barclays Global Fund Advisors is 400 Howard Street,
San Francisco, CA 94105.
|
|
|
|
(15)
|
|
Includes 2,194,086
shares of common stock issuable within 60 days of October 28, 2009 upon
conversion of 10,005 shares of Series D Convertible Preferred Stock,
including common stock attributable to the PIK dividend and dividends accrued
since October 1, 2009. D.E. Shaw & Co., L.P., as investment
adviser, has voting and investment control over the shares owned by D.E. Shaw
Laminar Portfolios, L.L.C. Julius Gaudio, Eric Wepsic, Maximilian Stone and
Anne Dinning, or their designees, exercise voting and investment control over
the shares on D.E. Shaw & Co., L.P.s behalf. The address for each
of the entities is 120 West 45 St., 39th Floor, New York, NY 10036.
|
|
|
|
(16)
|
|
Includes 630,484 shares
of common stock issuable within 60 days of October 28, 2009 upon
conversion of 2,875 shares of Series D Convertible Preferred Stock,
including common stock attributable to the PIK dividend and dividends accrued
since October 1, 2009. Gage A. Pritchard, Sr., Trustee, has voting
and dispositive power with regard to William Herbert Hunt Trust Estate. Its
address is 1601 Elm St., Suite 3400, Dallas, TX 75201.
|
10
Table of Contents
(17)
|
|
Includes 356,826 shares
of common stock issuable within 60 days of October 28, 2009 upon
conversion of 2,013 shares of Series D Convertible Preferred Stock,
including common stock attributable to the PIK dividend and dividends accrued
since October 1, 2009. Nicholas Cappelleri, Director of
Finance & Operations, has voting and dispositive power with regard
to Kellogg Capital Group LLC. Its address is 55 Broadway, 4th Floor, New
York, NY 10006.
|
|
|
|
(18)
|
|
Includes 356,826 shares
of common stock issuable within 60 days of October 28, 2009 upon
conversion of 2,013 shares of Series D Convertible Preferred Stock,
including common stock attributable to the PIK dividend and dividends accrued
since October 1, 2009. Steven B. Katznelson, Manager Director of RGC
Management Company, LLC, the manager of RG Capital Management, L.P., has
voting and dispositive power with regard to Radcliffe SPC, Ltd. Its address
is 3 Bala Plaza East, Suite 501, Bala Cynwyd, PA 19004.
|
|
|
|
(19)
|
|
Includes 275,001 shares
of common stock issuable within 60 days of October 28, 2009 upon
conversion of 1,254 shares of Series D Convertible Preferred Stock,
including common stock attributable to the PIK dividend and dividends accrued
since October 1, 2009. Interlachen Capital Group, LP, Trustee has voting
and dispositive power with regard to Investcorp Interclachen Multi-Strategy
Master Fund Limited. Its address is 800 Nicollet Mall, Suite 2500,
Minneapolis, MN 55402.
|
|
|
|
(20)
|
|
Includes 516,802 shares
currently issuable upon exercise of outstanding stock options.
|
Securities
Authorized for Issuance Under Equity Compensation Plans
Plan category
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
|
|
Weighted
average
exercise price
of outstanding
options,
warrants and
rights
|
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans
approved by security holders
|
|
1,325,002
|
|
$
|
4.44
|
|
1,300,257
|
(1)
|
Equity compensation plans
not approved by security holders
|
|
|
|
|
|
|
|
All Directors
|
|
25,000
|
(2)
|
$
|
4.13
|
|
|
|
Individual Director
|
|
50,000
|
(3)
|
$
|
4.00
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
1,400,002
|
|
$
|
4.42
|
|
1,300,257
|
|
(1)
|
The 1,300,257 shares
available for future issuance are under the 2005 Long-Term Incentive Plan
which permits the granting of stock options, stock appreciation rights,
restricted stock, restricted stock units, performance awards, dividend
equivalent rights and other awards.
|
|
|
(2)
|
During our
March 2005 Board of Directors meeting, the directors approved our 2005
Directors Stock Option Plan. The purpose of the plan was to attract, retain
and compensate highly qualified individuals who are not employees for service
as members of the Board of Directors by providing them with competitive
compensation and an ownership interest in our common stock. The plan became
effective on April 1, 2005 and was terminated by the Board of Directors
in December 2005 except for the grants that had already been made
pursuant to such plan. At June 30, 2009, there were options outstanding
exercisable into 25,000 shares under the Directors Stock Option Plan issued
to Randall Boyd. Each of these options has an exercise price of $4.13 per
share. The granted options vested on April 1, 2006 and expire on
April 1, 2015.
|
|
|
(3)
|
Mr. Haddock,
former board member, agreed to provide certain management and financial
consulting services to us. In consideration for such services, we granted
Mr. Haddock options to purchase 50,000 shares of our common stock at an
exercise price of $4.00 per share. Such options became exercisable six months
from the grant date (the Vest Date) and expire ten years from the Vest
Date, which is June 17, 2015.
|
11
Table of Contents
Item 13. Certain
Relationships and Related Transactions, and Director Independence
.
Honey
Hole Production
Pursuant to an agreement
dated December 16, 2004, as amended, we agreed with R.C. Boyd Enterprises,
a Delaware corporation, to become the lead sponsor of a television production
called Honey Hole (Honey Hole Production). As part of our sponsorship, we
provided fishing and outdoor opportunities for children with cancer, children
from abusive family situations and children of military veterans. We were entitled to receive two thirty-second
commercials during all broadcasts of the Honey Hole Production and received
opening and closing credits on each episode.
Randall Boyd is the sole shareholder of R.C. Boyd Enterprises and is a
member of our Board of Directors.
Pursuant to an agreement dated as of December 5, 2007, as of December 31,
2008, we are no longer a Honey Hole Production sponsor. For Fiscal 2009, we paid $75,000 for
sponsorship of the Honey Hole Production.
Director
Independence
The Board of Directors
has determined that Messrs. Gaudin, Niemiec, Powell, Smith and Wehlmann
have met the independence requirements of the NYSE Amex (formerly known as the
American Stock Exchange) and Rule 10A-3(b)(1)(ii) of the Exchange Act
and Mr. Pully has met the independence requirements of the NYSE Amex
(formerly known as the American Stock Exchange). Further, no family relationships exist
between any of the directors or executive officers. There are no members of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee that
are not independent.
Item 14. Principal
Accounting Fees and Services
.
The following table
presents fees for professional audit services rendered by Hein &
Associates L.L.P. for the audit of Canos consolidated financial statements as
of and for the years ended June 30, 2009 and 2008, and for other services
normally provided in connection with statutory filings applicable to those
periods. This table also reflects fees for other services.
|
|
2009
|
|
2008
|
|
Audit Fees(1)
|
|
$
|
524,516
|
|
$
|
537,097
|
|
Audit-Related Fees(2)
|
|
12,652
|
|
1,771
|
|
Tax Fees(3)
|
|
|
|
7,347
|
|
All Other Fees
|
|
|
|
|
|
Total
|
|
$
|
537,168
|
|
$
|
546,215
|
|
(1)
|
Includes audit of our
financial statements included in our annual report on Form 10-K, reviews
of quarterly financial reports on Form 10-Q, Sarbanes-Oxley Act
Section 404 implementation consultations, review of registration
statements and other services normally provided in connection with statutory
filings.
|
|
|
(2)
|
Pertains to
consultations regarding accounting and auditing matters.
|
|
|
(3)
|
Includes tax
compliance, technical tax advice and tax planning in connection with the
preparation of tax forms.
|
We have established a
policy to pre-approve all audit and permissible non-audit services provided by
our independent auditors. These services may include audit services,
audit-related services, tax services and other services. The independent
auditor and management are required to periodically report to the Audit
Committee regarding the extent of services provided by the independent auditor
in accordance with this pre-approval. The chair of the Audit Committee is also
authorized, pursuant to delegated authority, to pre-approve services on a
case-by-case basis, and such approvals are communicated to the full Audit
Committee at its next meeting. The Audit Committee approved 100% of the
services described under the Audit Related Fees and Tax Fees.
12
Table of Contents
PART IV
ITEM
15. Exhibits, Financial Statement Schedules.
(a)(3) The
exhibits required to be filed by this Item 15 are set forth in the Index
to Exhibits accompanying this report.
13
Table of Contents
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
CANO
PETROLEUM, INC.
|
|
|
Date: October 28,
2009
|
By:
|
/s/ S.
JEFFREY JOHNSON
|
|
|
S. Jeffrey
Johnson
Chief Executive Officer
|
|
|
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
Date: October 28,
2009
|
By:
|
/s/ BENJAMIN
DAITCH
|
|
|
Benjamin Daitch
Senior Vice-President and
Chief Financial Officer
|
|
|
|
Date: October 28,
2009
|
By:
|
/s/ MICHAEL
J. RICKETTS
|
|
|
Michael J.
Ricketts
|
|
|
Vice-President
and Principal Accounting Officer
|
In accordance with the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ S.
JEFFREY JOHNSON
|
|
Chairman of the
Board
|
|
October 28,
2009
|
S. Jeffrey
Johnson
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 28,
2009
|
Randall Boyd
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 28,
2009
|
Robert L. Gaudin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 28,
2009
|
Donald W.
Niemiec
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 28,
2009
|
William O.
Powell III
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 28,
2009
|
Steven J. Pully
|
|
|
|
|
14
Table of Contents
*
|
|
Director
|
|
October 28,
2009
|
Garrett Smith
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 28,
2009
|
David W.
Wehlmann
|
|
|
|
|
* Signed by S. Jeffrey Johnson on behalf of those
identified pursuant to his designation as attorney-in-fact by each on September 28,
2009.
15
Table of Contents
INDEX TO
EXHIBITS
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger made as of the 26
th
day of May 2004, among Huron
Ventures, Inc., Davenport Acquisition Corp., Davenport Field
Unit Inc., the shareholders of Davenport Field Unit Inc., Cano
Energy Corporation and Big Sky Management Ltd., incorporated herein by
reference to Exhibit 99.1 to the Companys Current Report on Form 8-K
filed with the SEC on June 8, 2004.
|
|
|
|
2.2
|
+
|
Management Stock Pool Agreement dated May 28,
2004 among Huron Ventures Inc. and the Shareholders of Davenport Field Unit
Inc., incorporated herein by reference to Exhibit 2.2 to the Amendment
to the Companys Current Report on Form 8-K/A filed with the SEC on
August 11, 2004.
|
|
|
|
2.3
|
+
|
Investment Escrow Agreement dated May 28, 2004
among Cano Energy Corporation, Huron Ventures Inc. and Phillip A. Wylie,
incorporated herein by reference to Exhibit 2.3 to the Amendment to the
Companys Current Report on Form 8-K/A filed with the SEC on
August 11, 2004.
|
|
|
|
2.4
|
|
Stock Purchase Agreement dated June 30, 2004
between Cano Petroleum, Inc., as Buyer, and Jerry D. Downey and Karen S.
Downey, as Sellers, incorporated herein by reference to Exhibit 99.1 to
the Companys Current Report on Form 8-K filed with the SEC on
July 15, 2004.
|
|
|
|
2.5
|
|
Purchase and Sale Agreement dated August 16,
2004 between Cano Energy Corporation and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on August 25, 2004.
|
|
|
|
2.6
|
|
Purchase and Sale Agreement dated September 2,
2004 between Nowata Oil Properties LLC and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on September 20,
2004.
|
|
|
|
2.7
|
|
Purchase and Sale Agreement dated February 6,
2005 between Square One Energy, Inc. and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on March 7, 2005.
|
|
|
|
2.8
|
|
Stock Purchase Agreement dated November 29,
2005 among Cano Petroleum, Inc., W. O. Energy of Nevada, Inc.,
Miles OLoughlin and Scott White, incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K filed with
the SEC on December 5, 2005. All schedules and exhibits have been
omitted from this filing. A list of the schedules and exhibits is contained
in the Stock Purchase Agreement, and the Company agrees to furnish a copy of
the omitted schedules and exhibits to the SEC upon request.
|
|
|
|
2.9
|
|
Asset Purchase and Sale Agreement dated
April 25, 2006 among Myriad Resources Corporation, Westland Energy
Company and PAMTEX, a Texas general partnership composed of
PAMTEX GP1 Ltd. and PAMTEX GP2 Ltd., as Sellers, and Cano
Petroleum, Inc. as Buyer, incorporated herein by reference to
Exhibit 2.1 to the Companys Quarterly Report on Form 10-QSB filed
with the SEC on May 15, 2006. All schedules and exhibits, except for
Schedule 1.1, have been omitted from this filing. A list of the schedules and
exhibits is contained in the Asset Purchase and Sale Agreement, and the
Company agrees to furnish a copy of the omitted schedules and exhibits to the
SEC upon request.
|
16
Table of Contents
2.10
|
|
Purchase and Sale Agreement dated March 30,
2007 among UHC New Mexico Corporation, as Seller, Cano Petro of New
Mexico, Inc., as Buyer, and Cano Petroleum, Inc., for Certain
Limited Purposes, incorporated herein by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed with the SEC on April 4,
2007. All schedules and exhibits, except for Schedule 1.1, have been omitted
from this filing. A list of the schedules and exhibits is contained in the
Purchase and Sale Agreement, and the Company agrees to furnish a copy of the
omitted schedules and exhibits to the SEC upon request.
|
|
|
|
2.11
|
|
Agreement for Purchase and Sale dated June 1,
2007 among Ladder Companies, Inc. and Tri-Flow, Inc., as Seller,
and Anadarko Minerals, Inc., as Buyer, incorporated herein by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K filed
with the SEC on June 12, 2007. (All annexes and exhibits, except for
Annexes I and II have been omitted from this filing. A list of annexes and
exhibits is contained in the Agreement for Purchase and Sale, and the Company
agrees to furnish a copy of the omitted annexes and exhibits to the SEC upon
request).
|
|
|
|
2.12
|
|
Purchase and Sale Agreement dated September 5,
2008 among Cano Petroleum, Inc., as Seller, and Legacy Reserves
Operating LP, as Buyer, and Pantwist, LLC, incorporated herein by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K filed
with the SEC on October 6, 2008. All schedules and exhibits have been
omitted from this filing. A list of the schedules and exhibits is contained
in the Purchase and Sale Agreement, and the Company agrees to furnish a copy
of the omitted schedules and exhibits to the SEC upon request.
|
|
|
|
2.13
|
|
First Amendment dated September 30, 2008 to the
Purchase and Sale Agreement among Cano Petroleum, Inc., as Seller, and
Legacy Reserves Operating LP, as Buyer, and Pantwist, LLC, as the Company,
dated September 5, 2008, incorporated herein by reference to
Exhibit 2.2 to the Companys Current Report on Form 8-K filed with
the SEC on October 6, 2008. All exhibits have been omitted from this
filing. A list of the exhibits is contained in the First Amendment, and the
Company agrees to furnish a copy of the omitted exhibits to the SEC upon
request.
|
|
|
|
3.1
|
|
Certificate of Incorporation of Huron
Ventures, Inc., incorporated herein by reference to Exhibit 3.1 to
the Companys Registration Statement on Form 10 SB (File
No. 000-50386) filed with the SEC on September 4, 2003.
|
|
|
|
3.2
|
|
Certificate of Ownership of Huron
Ventures, Inc. and Cano Petroleum, Inc., amending the Companys
Certificate of Incorporation, incorporated herein by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-KSB filed
with the SEC on September 23, 2004.
|
|
|
|
3.3
|
|
Certificate of Amendment to Certificate of
Incorporation of Cano Petroleum, Inc., incorporated herein by reference
to Exhibit 3.8 to the Companys Post-Effective Amendment No. 2 on
Form S-1 filed with the SEC on January 23, 2007.
|
|
|
|
3.4
|
|
First Amended and Restated Bylaws of Cano
Petroleum, Inc., incorporated herein by reference to Exhibit 3.1 to
the Companys Current Report on Form 8-K filed with the SEC on
December 7, 2007.
|
|
|
|
3.5
|
|
Amendment to Amended and Restated Bylaws, dated
October 20, 2008, incorporated herein by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K filed with the SEC on
October 24, 2008.
|
|
|
|
3.6
|
|
Second Amended and Restated By-Laws of Cano
Petroleum, Inc. dated May 7, 2009, incorporated herein by reference
to Exhibit 3.1 to the Companys Current Report on Form 8-K filed
with the SEC on May 13, 2009.
|
|
|
|
3.7
|
|
Certificate of Designation for Series B
Convertible Preferred Stock, incorporated herein by reference to
Exhibit 99.2 to the Companys Current Report on Form 8-K filed with
the SEC on June 8, 2004.
|
17
Table of Contents
3.8
|
|
Certificate of Designation for Series C
Convertible Preferred Stock, incorporated herein by reference to
Exhibit 99.2 to the Companys Current Report on Form 8-K filed with
the SEC on July 15, 2004.
|
|
|
|
3.9
|
|
Certificate of Designation for Series D
Convertible Preferred Stock incorporated herein by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K filed with
the SEC on September 7, 2006.
|
|
|
|
4.1
|
|
Registration Rights Agreement dated August 25,
2006 among Cano Petroleum, Inc. and the Buyers listed therein,
incorporated herein by reference to Exhibit 4.1 to the Amendment to the
Companys Current Report on Form 8-K/A filed with the SEC on
August 31, 2006.
|
|
|
|
4.2
|
|
Registration Rights Agreement dated November 2,
2007 among Cano Petroleum, Inc. and the Buyers listed therein,
incorporated herein by reference to Exhibit 4.1 to the Companys Current
Report on Form 8-K filed with the SEC on November 6, 2007.
|
|
|
|
4.3
|
|
Form of Common Stock certificate, incorporated
herein by reference to Exhibit 4.9 to the Companys Registration
Statement on Form S-3 (No. 333-148053) filed with the SEC on
December 13, 2007.
|
|
|
|
4.4
|
|
Designation for Series A Convertible Preferred
Stock, included in the Certificate of Incorporation of Huron
Ventures, Inc., incorporated herein by reference to Exhibit 3.1 to
the Companys registration statement on Form 10 SB (File
No. 000-50386) filed with the SEC on September 4, 2003.
|
|
|
|
4.5
|
|
Certificate of Designation for Series B
Convertible Preferred Stock, incorporated herein by reference to
Exhibit 99.2 to the Companys Current Report on Form 8-K filed with
the SEC on June 8, 2004.
|
|
|
|
4.6
|
|
Certificate of Designation for Series C
Convertible Preferred Stock, incorporated herein by reference to
Exhibit 99.2 to the Companys Current Report on Form 8-K filed with
the SEC on July 15, 2004.
|
|
|
|
4.7
|
|
Certificate of Designation for Series D
Convertible Preferred Stock incorporated herein by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K filed with the SEC on
September 7, 2006.
|
|
|
|
10.1
|
+
|
Stock Option Agreement dated December 16, 2004
between Cano Petroleum, Inc. and Gerald W. Haddock, incorporated herein
by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on December 16, 2004.
|
|
|
|
10.2
|
+
|
2005 Directors Stock Option Plan, incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on June 28, 2005.
|
|
|
|
10.3
|
|
$100,000,000 Credit Agreement dated
November 29, 2005 among Cano Petroleum, Inc., as Borrower, The
Lenders Party Thereto From Time to Time, as Lenders, and Union Bank of
California, N.A., as Administrative Agent and as issuing Lender, incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on December 5, 2005.
|
|
|
|
10.4
|
|
Guaranty Agreement dated November 29, 2005
among Ladder Companies, Inc., Square One Energy, Inc.,
W.O. Energy of Nevada, Inc., W.O. Energy, Inc.,
W.O. Operating Company, Ltd. and W.O. Production
Company, Ltd. in favor of Union Bank of California, N.A., as
Administrative Agent, incorporated herein by reference to Exhibit 10.3
to the Companys Current Report on Form 8-K filed with the SEC on
December 5, 2005.
|
|
|
|
10.5
|
|
Escrow Agreement dated November 29, 2005 among
Cano Petroleum, Inc., Miles OLoughlin, Scott White and The Bank of New
York Trust Company, N.A., as Escrow Agent, incorporated herein by reference
to Exhibit 10.5 to the Companys Current Report on Form 8-K filed
with the SEC on December 5, 2005.
|
18
Table of Contents
10.6
|
|
Amended and Restated Escrow Agreement dated
June 18, 2007 among Cano Petroleum, Inc., the Estate of Miles
OLoughlin and Scott White, and The Bank of New York Trust
Company, N.A., incorporated herein by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the SEC on
June 21, 2007.
|
|
|
|
10.7
|
|
Pledge Agreement dated November 29, 2005 among
Cano Petroleum, Inc., W. O. Energy of Nevada, Inc. and WO
Energy, Inc. in favor of Union Bank of California, N.A., as
Administrative Agent, incorporated herein by reference to Exhibit 10.6
to the Companys Current Report on Form 8-K dated on December 5,
2005.
|
|
|
|
10.8
|
|
Security Agreement dated November 29, 2005
among Cano Petroleum, Inc., Ladder Companies Inc., Square One
Energy, Inc., W. O. Energy of Nevada, Inc., WO Energy, Inc.,
W. O. Operating Company, Ltd. and W. O. Production Company, Ltd.,
in favor of Union Bank of California N.A., as Collateral Trustee,
incorporated herein by reference to Exhibit 10.7 to the Companys
Current Report on Form 8-K filed with the SEC on December 5, 2005.
|
|
|
|
10.9
|
+
|
Cano Petroleum, Inc. 2005 Long-Term Incentive
Plan dated December 7, 2005, incorporated herein by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the SEC on December 9, 2005.
|
|
|
|
10.10
|
+
|
Form of Non-Qualified Stock Option Agreement
under the Cano Petroleum, Inc. 2005 Long-Term Incentive Plan,
incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on December 19, 2005.
|
|
|
|
10.11
|
+
|
Employment Agreement dated effective January 1,
2006 between Cano Petroleum, Inc. and S. Jeffrey Johnson, incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 19, 2006.
|
|
|
|
10.12
|
|
Amendment No. 1 dated February 24, 2006 to
the $100,000,000 Credit Agreement dated November 29, 2005 among Cano
Petroleum, Inc., as Borrower, The Lenders Party Thereto From Time to
Time as Lenders and Union Bank of California, N.A., as Administrative Agent
and as Issuing Lender, incorporated herein by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed with the SEC on
March 1, 2006.
|
|
|
|
10.13
|
|
Amendment No. 2, Assignment and Agreement dated
April 28, 2006 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., WO Energy, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., Pantwist, LLC, Union Bank of California,
N.A., as Administrative Agent, Issuing Lender and Assignee, and Natexis
Banques Populaires, as a Lender and as the Assignor, incorporated herein by
reference to Exhibit 10.7 to the Companys Quarterly Report on
Form 10-QSB filed with the SEC on May 15, 2006.
|
|
|
|
10.14
|
|
Supplement No. 1 dated April 28, 2006 to
the Pledge Agreement dated November 29, 2005, by Cano
Petroleum, Inc., W.O. Energy of Nevada, Inc. and
WO Energy, Inc. in favor of Union Bank of California, N.A., as
Collateral Trustee, incorporated herein by reference to Exhibit 10.11 to
the Companys Quarterly Report on Form 10-QSB filed with the SEC on
May 15, 2006.
|
|
|
|
10.15
|
|
Amendment No. 3 to Credit Agreement among Cano
Petroleum, Inc., a Borrower, Square One Energy, Inc., Ladder
Companies, Inc., W.O. Energy of Nevada, Inc., WO Energy, Inc.
Pantwist, LLC, W.O. Operating Company, Ltd., W.O. Production
Company, Ltd., Union Bank of California, N.A. and Natexis Banques
Populaires dated May 12, 2006 and effective as of March 31, 2006,
incorporated herein by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the SEC on May 15, 2006.
|
|
|
|
10.16
|
+
|
Employment Agreement of Morris B. Smith effective
June 1, 2006, incorporated herein by reference to Exhibit 10.1 on
Current Report on Form 8-K filed with the SEC on June 6, 2006.
|
19
Table of Contents
10.17
|
+
|
Employee Restricted Stock Award Agreement of Morris
B. Smith effective June 1, 2006, incorporated herein by reference to
Exhibit 10.5 to the Companys Current Report on Form 8-K filed with
the SEC on June 6, 2006.
|
|
|
|
10.18
|
+
|
Employment Agreement of Patrick M. McKinney
effective June 1, 2006, incorporated herein by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the SEC on November 9, 2006.
|
|
|
|
10.19
|
+
|
First Amendment to Employment Agreement of Patrick
M. McKinney dated November 9, 2006, incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed with
the SEC on November 9, 2006.
|
|
|
|
10.20
|
+
|
Restricted Stock Award Agreement of Patrick M.
McKinney dated June 1, 2006, incorporated herein by reference to
Exhibit 10.3 to the Companys Current Report on Form 8-K filed with
the SEC on November 9, 2006.
|
|
|
|
10.21
|
|
Amendment No. 4 to Credit Agreement among Cano
Petroleum, Inc., as Borrower, Square One Energy, Inc., Ladder
Companies, Inc., W.O. Energy of Nevada, Inc., WO Energy, Inc.,
Pantwist, LLC, W.O. Operating Company, Ltd., W.O. Production Company, Ltd.,
Union Bank of California, N.A. and Natexis Banques Populaires dated
June 30, 2006, incorporated herein by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the SEC on
July 7, 2006.
|
|
|
|
10.22
|
+
|
Employment Agreement of Michael J. Ricketts
effective July 1, 2006, incorporated herein by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the SEC on August 17, 2006.
|
|
|
|
10.23
|
+
|
Employee Restricted Stock Award Agreement of Morris
B Smith dated August 11, 2006, incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed with
the SEC on August 17, 2006.
|
|
|
|
10.24
|
|
Securities Purchase Agreement dated August 25,
2006 among Cano Petroleum, Inc. and the Buyers listed therein,
incorporated herein by reference to Exhibit 10.1 to the Amendment to the
Companys Current Report on Form 8-K/A filed with the SEC on
August 31, 2006.
|
|
|
|
10.25
|
+
|
Amendment No. 1 to the Cano
Petroleum, Inc. 2005 Long-Term Incentive Plan dated December 28,
2006, incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on January 4, 2007.
|
|
|
|
10.26
|
+
|
Nonqualified Stock Option Agreement dated
December 28, 2006 between Cano Petroleum, Inc. and S. Jeffrey
Johnson, incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the SEC on
January 4, 2007.
|
|
|
|
10.27
|
+
|
Nonqualified Stock Option Agreement dated
December 28, 2006 between Cano Petroleum, Inc. and Morris B. Smith,
incorporated herein by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K filed with the SEC on January 4, 2007.
|
|
|
|
10.28
|
+
|
Nonqualified Stock Option Agreement dated
December 28, 2006 between Cano Petroleum, Inc. and Patrick M.
McKinney, incorporated herein by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed with the SEC on
January 4, 2007.
|
|
|
|
10.29
|
+
|
Nonqualified Stock Option Agreement dated
December 28, 2006 between Cano Petroleum, Inc. and James K.
Teringo, Jr., incorporated herein by reference to Exhibit 10.5 to
the Companys Current Report on Form 8-K filed with the SEC on
January 4, 2007.
|
|
|
|
10.30
|
+
|
Nonqualified Stock Option Agreement dated
December 28, 2006 between Cano Petroleum, Inc. and
|
20
Table of Contents
|
|
Michael J. Ricketts, incorporated herein by
reference to Exhibit 10.6 to the Companys Current Report on
Form 8-K filed with the SEC on January 4, 2007.
|
|
|
|
10.31
|
+
|
Nonqualified Stock Option Agreement dated
December 28, 2006 between Cano Petroleum, Inc. and Gerald Haddock,
incorporated herein by reference to Exhibit 10.75 to the Companys Post-Effective
Amendment No. 2 on Form S-1 (File No. 333-126167) filed with
the SEC on January 23, 2007.
|
|
|
|
10.32
|
+
|
Nonqualified Stock Option Agreement of Donnie Dale
Dent dated December 28, 2006, incorporated herein by reference to
Exhibit 10.76 to the Companys Post-Effective Amendment No. 2 on
Form S-1 (File No. 333-126167) filed with the SEC on
January 23, 2007.
|
|
|
|
10.33
|
+
|
Nonqualified Stock Option Agreement of Randall C.
Boyd dated December 28, 2006, incorporated herein by reference to
Exhibit 10.77 to the Companys Post-Effective Amendment No. 2 on
Form S-1 (File No. 333-126167) filed with the SEC on
January 23, 2007.
|
|
|
|
10.34
|
+
|
Nonqualified Stock Option Agreement of James Dale
Underwood dated December 28, 2006, incorporated herein by reference to Exhibit 10.78
to the Companys Post-Effective Amendment No. 2 on Form S-1 (File
No. 333-126167) filed with the SEC on January 23, 2007.
|
|
|
|
10.35
|
+
|
Nonqualified Stock Option Agreement of Patrick W.
Tolbert dated December 28, 2006, incorporated herein by reference to
Exhibit 10.79 to the Companys Post-Effective Amendment No. 2 on
Form S-1 (File No. 333-126167) filed with the SEC on
January 23, 2007.
|
|
|
|
10.36
|
+
|
Nonqualified Stock Option Agreement of Dennis
McCuistion dated December 28, 2006, incorporated herein by reference to
Exhibit 10.80 to the Companys Post-Effective Amendment No. 2 on
Form S-1 (File No. 333-126167) filed with the SEC on
January 23, 2007.
|
|
|
|
10.37
|
|
Amendment No. 5 and Agreement dated
March 6, 2007 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., WO Energy, Inc., Pantwist, LLC, Cano Petro
of New Mexico, Inc., W.O. Operating Company, Ltd. and
W.O. Production Company, Ltd., Union Bank of California, N.A.,
as Administrative Agent, Issuing Lender and Lender, and Natixis, incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on March 12, 2007.
|
|
|
|
10.38
|
|
Supplement No. 2 dated March 6, 2007 to
the Security Agreement dated November 29, 2005 by Cano Petro of New
Mexico, Inc. in favor of Union Bank of California, as Collateral
Trustee, incorporated herein by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K filed with the SEC on March 12,
2007.
|
|
|
|
10.39
|
|
Supplement No. 2 dated March 6, 2007 to
the Guaranty Agreement dated November 29, 2005 by Cano Petro of New
Mexico, Inc. in favor of Union Bank of California, as Administrative
Agent, incorporated herein by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed with the SEC on March 12, 2007.
|
|
|
|
10.40
|
|
Supplement No. 2 dated March 6, 2007 to
the Pledge Agreement dated November 29, 2005 by Cano
Petroleum, Inc., W.O. Energy of Nevada, Inc., and
WO Energy, Inc. in favor of Union Bank of California, as Collateral
Trustee, incorporated herein by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed with the SEC on
March 12, 2007.
|
|
|
|
10.41
|
|
Assignment and Agreement dated March 7, 2007
among Cano Petroleum, Inc., Square One Energy, Inc., Ladder
Companies, Inc., W.O. Energy of Nevada, Inc.,
WO Energy, Inc., Pantwist, LLC, Cano Petro of New
Mexico, Inc., W.O. Operating Company, Ltd. and
W.O. Production Company, Ltd., Union Bank of California, N.A.,
as Administrative Agent, Issuing Lender and Lender, and Natixis, incorporated
herein by reference to Exhibit 10.5 to the Companys Current Report on
Form 8-K filed with the SEC on March 12, 2007.
|
21
Table of Contents
10.42
|
+
|
Nonqualified Stock Option Agreement of William O.
Powell III dated April 4, 2007, incorporated herein by reference to
Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on May 9, 2007.
|
|
|
|
10.43
|
+
|
Nonqualified Stock Option Agreement of Robert L.
Gaudin dated April 4, 2007, incorporated herein by reference to
Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on May 9, 2007.
|
|
|
|
10.44
|
+
|
Nonqualified Stock Option Agreement of Donald W.
Niemiec dated April 4, 2007, incorporated herein by reference to
Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on May 9, 2007.
|
|
|
|
10.45
|
|
Settlement Agreement and Release dated
February 9, 2007 among Mid-Continent Casualty Company, Cano
Petroleum, Inc., W.O. Energy of Nevada, Inc., W.O. Operating
Company, Ltd., W.O. Energy, Inc., Ladder Energy
Companies, Inc., and Square One Energy, Inc., incorporated herein
by reference to Exhibit 10.1 to the Companys Post-Effective Amendment
No. 1 on Form S-3 (File No. 333-138003) filed with the SEC on
April 9, 2007.
|
|
|
|
10.46
|
+
|
Separation Agreement, General Release and Covenant
Not to Sue dated May 22, 2007 between Cano Petroleum, Inc. and
James K. Teringo, Jr., incorporated herein by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the SEC on May 25, 2007.
|
|
|
|
10.47
|
+
|
Form of Restricted Stock Award under the Cano
Petroleum, Inc. 2005 Long-Term Incentive Plan, incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on July 2, 2007.
|
|
|
|
10.48
|
+
|
Form of Nonqualified Stock Option Agreement
under the Cano Petroleum, Inc. 2005 Long-Term Incentive Plan, incorporated
herein by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed with the SEC on July 2, 2007.
|
|
|
|
10.49
|
+
|
First Amendment to Employment Agreement of Morris B.
Smith dated June 29, 2007, incorporated herein by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed with the SEC on
July 3, 2007.
|
|
|
|
10.50
|
+
|
Second Amendment to Employment Agreement of Patrick
M. McKinney dated June 29, 2007, incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed with
the SEC on July 3, 2007.
|
|
|
|
10.51
|
+
|
First Amendment to Employment Agreement of Michael
J. Ricketts dated June 29, 2007, incorporated herein by reference to
Exhibit 10.3 to the Companys Current Report on Form 8-K filed with
the SEC on July 3, 2007.
|
|
|
|
10.52
|
+
|
Form of the First Amendment to the Cano
Petroleum, Inc. Employee Restricted Stock Award Agreement, incorporated
herein by reference to Exhibit 10.96 to the Companys Annual Report on
Form 10-K filed with the SEC on September 11, 2007.
|
|
|
|
10.53
|
+
|
Form of Restricted Stock Award under the Cano
Petroleum, Inc. 2005 Long-Term Incentive Plan, incorporated herein by
reference to Exhibit 10.97 to the Companys Annual Report on
Form 10-K filed with the SEC on September 11, 2007.
|
|
|
|
10.54
|
|
Amendment No. 6 dated August 13, 2007
among Cano Petroleum, Inc., Square One Energy, Inc., Ladder
Companies, Inc., W.O. Energy of Nevada, Inc.,
WO Energy, Inc., Pantwist, LLC, Cano Petro of New Mexico, Inc.,
W.O. Operating Company, Ltd. and W.O. Production
Company, Ltd., Union Bank of California, N.A., as Administrative
Agent, Issuing Lender and Lender, and Natixis, incorporated herein by
reference to Exhibit 10.98 to the Companys Annual Report on
Form 10-K filed with the SEC on September 11, 2007.
|
22
Table of Contents
10.55
|
|
First Amendment to the Security Agreement dated
July 9, 2007, among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., WO Energy, Inc., Pantwist, LLC, Cano Petro
of New Mexico, Inc., W.O. Operating Company, Ltd. and
W.O. Production Company, Ltd. and Union Bank of
California, N.A., as Senior Agent, incorporated herein by reference to
Exhibit 10.99 to the Companys Annual Report on Form 10-K filed
with the SEC on September 11, 2007.
|
|
|
|
10.56
|
|
First Amendment to the Pledge Agreement dated
July 9, 2007, among Cano Petroleum, Inc., W.O. Energy of
Nevada, Inc. and WO Energy, Inc. and Union Bank of California,
N.A., as Senior Agent, incorporated herein by reference to
Exhibit 10.100 to the Companys Annual Report on Form 10-K filed
with the SEC on September 11, 2007.
|
|
|
|
10.57
|
+
|
Audit Committee Chairman Compensation
(June 2007), incorporated herein by reference to Exhibit 10.101 to
the Companys Annual Report on Form 10-K filed with the SEC on
September 11, 2007.
|
|
|
|
10.58
|
|
Summary of Acceleration of Vesting and Extension of
Exercise Period for Stock Options for Resigning Directors (June 2007),
incorporated herein by reference to Exhibit 10.102 to the Companys
Annual Report on Form 10-K filed with the SEC on September 11,
2007.
|
|
|
|
10.59
|
+
|
First Amendment dated June 28, 2007 to the Cano
Petroleum, Inc. Nonqualified Stock Option Agreement of James Dale
Underwood dated December 13, 2005 incorporated herein by reference to
Exhibit 10.103 to the Companys Annual Report on Form 10-K filed
with the SEC on September 11, 2007.
|
|
|
|
10.60
|
+
|
First Amendment dated June 28, 2007 to the Cano
Petroleum, Inc. Nonqualified Stock Option Agreement of James Underwood
dated December 28, 2006, incorporated herein by reference to
Exhibit 10.104 to the Companys Annual Report on Form 10-K filed
with the SEC on September 11, 2007.
|
|
|
|
10.61
|
|
Amendment No. 7 and Agreement dated
September 7, 2007 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., WO Energy, Inc., Pantwist, LLC, Cano Petro
of New Mexico, Inc., W.O. Operating Company, Ltd. and
W.O. Production Company, Ltd., Union Bank of California, N.A.,
as Administrative Agent, Issuing Lender and Lender, and Natixis, incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on September 11, 2007.
|
|
|
|
10.62
|
|
Securities Purchase Agreement dated November 2,
2007 among Cano Petroleum, Inc. and the Buyers listed therein,
incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on November 6, 2007.
|
|
|
|
10.63
|
|
Sponsorship Agreement dated December 16, 2004
between R.C. Boyd Enterprises, LLC and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.10 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on November 7,
2007.
|
|
|
|
10.64
|
|
First Amendment dated August 17, 2005 to
Sponsorship Agreement between R.C. Boyd Enterprises, LLC and Cano
Petroleum, Inc., incorporated herein by reference to Exhibit 10.11
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
November 7, 2007.
|
|
|
|
10.65
|
|
Second Amendment to the Sponsorship Agreement
between R.C. Boyd Enterprises, LLC and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.12 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on November 7,
2007.
|
|
|
|
10.66
|
|
Sponsorship Agreement dated December 5, 2007
between Cano Petroleum, Inc. and R.C. Boyd Enterprises, LLC,
incorporated herein by reference to Exhibit 10.1 to the Companys
Registration
|
23
Table of Contents
|
|
Statement on Form S-3 (File
No. 333-148053) filed with the SEC on December 13, 2007.
|
|
|
|
10.67
|
|
Amendment No. 8 and Agreement dated
January 16, 2008 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., WO Energy, Inc., Pantwist, LLC, Cano Petro
of New Mexico, Inc., W.O. Operating Company, Ltd. and
W.O. Production Company, Ltd., Union Bank of California, N.A.,
as Administrative Agent, Issuing Lender and Lender and Natixis, incorporated
herein by reference to Exhibit 10.3 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on February 8, 2008.
|
|
|
|
10.68
|
+
|
First Amendment dated January 2, 2008 to the
Cano Petroleum, Inc. Nonqualified Stock Option Agreement of Donnie Dale
Dent dated December 13, 2005, incorporated herein by reference to
Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on February 8, 2008.
|
|
|
|
10.69
|
+
|
First Amendment dated January 2, 2008 to the
Cano Petroleum, Inc. Nonqualified Stock Option Agreement of Donnie Dale
Dent dated December 28, 2006, incorporated herein by reference to
Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on February 8, 2008.
|
|
|
|
10.70
|
+
|
Board of Directors compensation effective
January 1, 2008, incorporated herein by reference to Exhibit 10.6
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
February 8, 2008.
|
|
|
|
10.71
|
+
|
2008 Annual Incentive Plan, incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on February 21, 2008.
|
|
|
|
10.72
|
+
|
Summary of 2008 Cash Incentive Awards, incorporated
herein by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed with the SEC on February 21, 2008.
|
|
|
|
10.73
|
+
|
Summary of Acceleration of Vesting and Extension of
Exercise Period for Resigning Directors (February 14, 2008), incorporated
herein by reference to Exhibit 10.5 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on May 8, 2008.
|
|
|
|
10.74
|
|
$25,000,000 Subordinated Credit Agreement dated
March 17, 2008 among Cano Petroleum, Inc. as Borrower, the Lenders
Party Hereto from Time to Time as Lenders, and UnionBanCal
Equities, Inc. as Administrative Agent, incorporated herein by reference
to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q
filed with the SEC on May 8, 2008.
|
|
|
|
10.75
|
|
Subordinated Security Agreement dated March 17,
2008 among Cano Petroleum, Inc., Ladder Companies, Inc., Square One
Energy, Inc., WO Energy, Inc., W.O. Energy of
Nevada, Inc., Cano Petro of New Mexico, Inc., Pantwist, LLC,
W.O. Operating Company, Ltd., W.O. Production Company, Ltd.,
and UnionBanCal Equities, Inc. as Administrative Agent, incorporated
herein by reference to Exhibit 10.7 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on May 8, 2008.
|
|
|
|
10.76
|
|
Subordinated Pledge Agreement dated March 17, 2008
among Cano Petroleum, Inc., WO Energy, Inc., W.O. Energy of
Nevada, Inc. and UnionBanCal Equities, Inc. as Administrative
Agent, incorporated herein by reference to Exhibit 10.8 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on May 8, 2008.
|
|
|
|
10.77
|
|
Subordinated Guaranty Agreement dated March 17,
2008 by Ladder Companies, Inc., Square One Energy, Inc., WO
Energy, Inc., W.O. Energy of Nevada, Inc., Cano Petro of New
Mexico, Inc., Pantwist, LLC, W.O. Operating Company, Ltd., and
W.O. Production Company, Ltd., in favor of UnionBanCal
Equities, Inc. as Administrative Agent, incorporated herein by reference
to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q
filed with the SEC on May 8, 2008.
|
24
Table of Contents
10.78
|
|
Amendment No. 9 and Agreement dated
March 17, 2008 among Cano Petroleum, Inc., Ladder
Companies, Inc., Square One Energy, Inc.,
WO Energy, Inc., W.O. Energy of Nevada, Inc., Cano Petro
of New Mexico, Inc., Pantwist, LLC, W.O. Operating
Company, Ltd., W.O. Production Company, Ltd., Union Bank of
California, N.A. and Natixis, incorporated herein by reference to Exhibit 10.10
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
May 8, 2008.
|
|
|
|
10.79
|
|
Consent Agreement dated February 21, 2008 among
Cano Petroleum, Inc., Ladder Companies, Inc., Square One
Energy, Inc., WO Energy, Inc., W.O. Energy of Nevada, Inc.,
Cano Petro of New Mexico, Inc., Pantwist, LLC, W.O. Operating
Company, Ltd., W.O. Production Company, Ltd., Union Bank of
California, N.A. and Natixis, incorporated herein by reference to
Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on May 8, 2008.
|
|
|
|
10.80
|
+
|
First Amendment dated May 31, 2008 to
Employment Agreement of S. Jeffrey Johnson dated January 1, 2006,
incorporated herein by reference to Exhibit 10.84 to the Companys
Annual Report on Form 10-K filed with the SEC on September 11,
2008.
|
|
|
|
10.81
|
+
|
Second Amendment dated May 31, 2008 to
Employment Agreement of Morris B. Smith dated June 29, 2007, as amended,
incorporated herein by reference to Exhibit 10.85 to the Companys
Annual Report on Form 10-K filed with the SEC on September 11,
2008.
|
|
|
|
10.82
|
+
|
Third Amendment dated May 31, 2008 to
Employment Agreement of Patrick M. McKinney dated June 29, 2007, as
amended, incorporated herein by reference to Exhibit 10.86 to the
Companys Annual Report on Form 10-K filed with the SEC on September 11,
2008.
|
|
|
|
10.83
|
+
|
Fourth Amendment dated May 31, 2008 to
Employment Agreement of Michael J. Ricketts dated May 28, 2004, as
amended, incorporated herein by reference to Exhibit 10.87 to the
Companys Annual Report on Form 10-K filed with the SEC on September 11,
2008.
|
|
|
|
10.84
|
+
|
Employment Agreement of Phillip Feiner dated
May 31, 2008, incorporated herein by reference to Exhibit 10.88 to
the Companys Annual Report on Form 10-K filed with the SEC on
September 11, 2008.
|
|
|
|
10.85
|
+
|
Employment Agreement of Benjamin Daitch dated
June 23, 2008, incorporated herein by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the SEC on
June 24, 2008.
|
|
|
|
10.86
|
+
|
Restricted Stock Agreement of Benjamin Daitch dated
June 23, 2008, incorporated herein by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K filed with the SEC on
June 24, 2008.
|
|
|
|
10.87
|
|
Amendment No. 10 dated June 10, 2008 among
Cano Petroleum, Inc., Ladder Companies, Inc., Square One
Energy, Inc., WO Energy, Inc., W.O. Energy of Nevada, Inc.,
Cano Petro of New Mexico, Inc., Pantwist, LLC, W.O. Operating Company,
Ltd., W.O. Production Company, Ltd., Union Bank of California, N.A. and
Natixis, incorporated herein by reference to Exhibit 10.91 to the Companys
Annual Report on Form 10-K filed with the SEC on September 11,
2008.
|
|
|
|
10.88
|
|
Consent and Amendment No. 11 dated
June 27, 2008 among Cano Petroleum, Inc., Ladder
Companies, Inc., Square One Energy, Inc., WO Energy, Inc.,
W.O. Energy of Nevada, Inc., Cano Petro of New Mexico, Inc.,
Pantwist, LLC, W.O. Operating Company, Ltd., W.O. Production Company, Ltd.,
Union Bank of California, N.A. and Natixis, incorporated herein by reference
to Exhibit 10.92 to the Companys Annual Report on Form 10-K filed
with the SEC on September 11, 2008.
|
|
|
|
10.89
|
|
Amendment No. 12 and Agreement dated effective
June 30, 2008 among Cano Petroleum, Inc., Ladder
Companies, Inc., Square One Energy, Inc., WO Energy, Inc.,
W.O. Energy of Nevada, Inc., Cano Petro of New Mexico, Inc.,
Pantwist, LLC, W.O. Operating Company, Ltd., W.O. Production Company, Ltd.,
Union Bank of California, N.A. and Natixis, incorporated herein by reference
to
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Table of Contents
|
|
Exhibit 10.93 to the Companys Annual Report on
Form 10-K filed with the SEC on September 11, 2008.
|
|
|
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10.90
|
|
Consent and Amendment No. 1 dated June 27,
2008 among Cano Petroleum, Inc., Ladder Companies, Inc., Square One
Energy, Inc., WO Energy, Inc., W.O. Energy of Nevada, Inc.,
Cano Petro of New Mexico, Inc., Pantwist, LLC, W.O. Operating Company,
Ltd., W.O. Production Company, Ltd., and UnionBanCal Equities, Inc. as
Administrative Agent, incorporated herein by reference to Exhibit 10.94
to the Companys Annual Report on Form 10-K filed with the SEC on
September 11, 2008.
|
|
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10.91
|
|
Amendment No. 2 dated effective June 30,
2008 among Cano Petroleum, Inc., Ladder Companies, Inc., Square One
Energy, Inc., WO Energy, Inc., W.O. Energy of Nevada, Inc.,
Cano Petro of New Mexico, Inc., Pantwist, LLC, W.O. Operating Company,
Ltd., W.O. Production Company, Ltd., and UnionBanCal Equities, Inc. as
Administrative Agent, incorporated herein by reference to Exhibit 10.95
to the Companys Annual Report on Form 10-K filed with the SEC on
September 11, 2008.
|
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10.92
|
|
Diamond Shamrock Refining Company, L.P. Crude Oil
Purchase Contract dated August 6, 2001 between W.O. Operating Company,
Ltd. and Diamond Shamrock Refining Company, L.P. (confidential treatment has
been requested for this exhibit and confidential portions have been filed
with the SEC), incorporated herein by reference to Exhibit 10.96 to
Amendment No. 2 to the Companys Annual Report on Form 10-K/A filed
with the SEC on July 6, 2009.
|
|
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10.93
|
|
Amendment 11 to Valero # 01-0838 dated June 12,
2006 between W.O. Operating Company, Ltd. and Valero Marketing and Supply
Company (confidential treatment has been requested for this exhibit and
confidential portions have been filed with the SEC), incorporated herein by
reference to Exhibit 10.97 to Amendment No. 2 to the Companys
Annual Report on Form 10-K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.94
|
|
Amendment 12 to Valero # 01-0838 dated
August 23, 2006 between W.O. Operating Company, Ltd. and Valero
Marketing and Supply Company, incorporated herein by reference to
Exhibit 10.98 to Amendment No. 2 to the Companys Annual Report on
Form 10-K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.95
|
|
Amendment 13 to Valero # 01-0838 dated
August 31, 2007 between W.O. Operating Company, Ltd. and Valero
Marketing and Supply Company (confidential treatment has been requested for
this exhibit and confidential portions have been filed with the SEC),
incorporated herein by reference to Exhibit 10.99 to Amendment
No. 2 to the Companys Annual Report on Form 10-K/A filed with the
SEC on July 6, 2009.
|
|
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|
10.96
|
|
Amendment 14 to Valero # 01-0838 dated
January 25, 2008 between W.O. Operating Company, Ltd. and Valero
Marketing and Supply Company (confidential treatment has been requested for
this exhibit and confidential portions have been filed with the SEC),
incorporated herein by reference to Exhibit 10.100 to Amendment
No. 2 to the Companys Annual Report on Form 10-K/A filed with the
SEC on July 6, 2009.
|
|
|
|
10.97
|
|
Amendment 15 to Valero # 01-0838 dated
August 1, 2008 between W.O. Operating Company, Ltd. and Valero Marketing
and Supply Company (confidential treatment has been requested for this
exhibit and confidential portions have been filed with the SEC), incorporated
herein by reference to Exhibit 10.101 to Amendment No. 2 to the
Companys Annual Report on Form 10-K/A filed with the SEC on
July 6, 2009.
|
|
|
|
10.98
|
|
Amendment 16 to Valero # 01-0838 dated April 3,
2009 between W.O. Operating Company, Ltd. and Valero Marketing and Supply
Company, incorporated herein by reference to Exhibit 10.102 to Amendment
No. 2 to the Companys Annual Report on Form 10-K/A filed with the
SEC on July 6, 2009.
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26
Table of Contents
10.99
|
|
Amendment 17 to Valero # 01-0838 dated May 1,
2009 between W.O. Operating Company, Ltd. and Valero Marketing and Supply
Company (confidential treatment has been requested for this exhibit and
confidential portions have been filed with the SEC), incorporated herein by
reference to Exhibit 10.103 to Amendment No. 2 to the Companys
Annual Report on Form 10-K/A filed with the SEC on July 6, 2009.
|
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10.100
|
|
Gas Purchase Agreement dated April 1, 2007
between Eagle Rock Field Services, L.P. and W.O. Operating Company, Ltd. and
Pantwist, LLC (confidential treatment has been requested for this exhibit and
confidential portions have been filed with the SEC), incorporated herein by
reference to Exhibit 10.104 to Amendment No. 2 to the Companys
Annual Report on Form 10-K/A filed with the SEC on July 6, 2009.
|
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|
10.101
|
|
Letter Agreement dated March 25, 2009 Regarding
Gas Purchase Agreement dated April 1, 2007 Eagle Rock Contract (#50038
Schafer) between Eagle Rock Energy Partners and W.O. Operating Company, Ltd.
(confidential treatment has been requested for this exhibit and confidential
portions have been filed with the SEC), incorporated herein by reference to
Exhibit 10.105 to Amendment No. 2 to the Companys Annual Report on
Form 10-K/A filed with the SEC on July 6, 2009.
|
|
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|
10.102
|
|
Letter Agreement dated April 30, 2009 Regarding
Gas Purchase Agreement dated April 1, 2007 Eagle Rock Contract (#50038
Schafer) between Eagle Rock Energy Partners and W.O. Operating Company, Ltd.,
incorporated herein by reference to Exhibit 10.106 to Amendment
No. 2 to the Companys Annual Report on Form 10-K/A filed with the
SEC on July 6, 2009
|
|
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|
10.103
|
|
Summary of Oral Agreement for the Purchase of Crude
Oil, between Ladder Energy Companies, Inc. and Coffeyville Resources
Refinery and Marketing, LLC (confidential treatment has been requested for
this exhibit and confidential portions have been filed with the SEC),
incorporated herein by reference to Exhibit 10.107 to Amendment
No. 2 to the Companys Annual Report on Form 10-K/A filed with the
SEC on July 6, 2009.
|
|
|
|
10.104
|
|
Letter Agreement Regarding Crude Oil Purchase
Agreement for Ladder Energy Operated Leases, dated January 15, 2009
between Ladder Energy Companies, Inc. and Coffeyville Resources Refinery
and Marketing, LLC (confidential treatment has been requested for this
exhibit and confidential portions have been filed with the SEC), incorporated
herein by reference to Exhibit 10.108 to Amendment No. 2 to the
Companys Annual Report on Form 10-K/A filed with the SEC on
July 6, 2009.
|
|
|
|
10.105
|
|
Letter Agreement Regarding Crude Oil Purchase
Agreement for Ladder Energy Operated Leases, dated February 11, 2009
between Ladder Energy Companies, Inc. and Coffeyville Resources Refinery
and Marketing, LLC (confidential treatment has been requested for this
exhibit and confidential portions have been filed with the SEC), incorporated
herein by reference to Exhibit 10.109 to Amendment No. 2 to the
Companys Annual Report on Form 10 K/A filed with the SEC on
July 6, 2009.
|
|
|
|
10.106
|
|
Letter Regarding Gas Purchase Contract
No. PAM058500*, Panhandle Area, dated May 21, 2009 between W.O.
Operating Company, Ltd. and DCP Midstream, incorporated herein by reference
to Exhibit 10.113 to Amendment No. 2 to the Companys Annual Report
on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.107
|
|
Letter Regarding Gas Purchase Contract
No. BOR066300A, Panhandle Area, dated May 21, 2009 between W.O.
Operating Company, Ltd. and DCP Midstream, incorporated herein by reference
to Exhibit 10.114 to Amendment No. 2 to the Companys Annual Report
on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.108
|
|
Letter Regarding Gas Purchase Contract
No. BOR067500B, Panhandle Area, dated May 21, 2009 between W.O.
Operating Company, Ltd. and DCP Midstream, incorporated herein by reference
to Exhibit 10.115 to Amendment No. 2 to the Companys Annual Report
on Form 10 K/A filed with
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27
Table of Contents
|
|
the SEC on July 6, 2009.
|
|
|
|
10.109
|
|
Letter Regarding Gas Purchase Contract
No. BOR118000R, Panhandle Area, dated May 21, 2009 between W.O.
Operating Company, Ltd. and DCP Midstream, incorporated herein by reference
to Exhibit 10.116 to Amendment No. 2 to the Companys Annual Report
on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.110
|
|
Letter Regarding Gas Purchase Contract
No. BOR118100*, Panhandle Area, dated May 21, 2009 between W.O.
Operating Company, Ltd. and DCP Midstream, incorporated herein by reference
to Exhibit 10.117 to Amendment No. 2 to the Companys Annual Report
on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.111
|
|
Letter Regarding Gas Purchase Contract
No. BOR134200R, Panhandle Area, dated May 21, 2009 between W.O.
Operating Company, Ltd. and DCP Midstream, incorporated herein by reference
to Exhibit 10.118 to Amendment No. 2 to the Companys Annual Report
on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.112
|
|
Crude Oil Purchase Agreement Sunoco Reference
No. 502606 dated February 1, 2000 between Sunoco, Inc. and
Ladder Energy Company (confidential treatment has been requested for this
exhibit and confidential portions have been filed with the SEC), incorporated
herein by reference to Exhibit 10.119 to Amendment No. 2 to the
Companys Annual Report on Form 10 K/A filed with the SEC on
July 6, 2009.
|
|
|
|
10.113
|
|
Letter of Amendment to the Crude Oil Purchase
Agreement Sunoco Reference No. 502606 dated September 2, 2005
between Sunoco Partners Marketing & Terminals L.P. and Ladder Energy
Company (confidential treatment has been requested for this exhibit and
confidential portions have been filed with the SEC), incorporated herein by
reference to Exhibit 10.120 to Amendment No. 2 to the Companys
Annual Report on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.114
|
|
Letter of Amendment to the Crude Oil Purchase
Agreement Sunoco Reference No. 502606 dated September 26, 2006
between Sunoco Partners Marketing & Terminals L.P. and Ladder Energy
Company (confidential treatment has been requested for this exhibit and
confidential portions have been filed with the SEC), incorporated herein by
reference to Exhibit 10.121 to Amendment No. 2 to the Companys
Annual Report on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.115
|
|
Letter of Amendment to the Crude Oil Purchase
Agreement Sunoco Reference No. 502606 dated September 11, 2008
between Sunoco Partners Marketing & Terminals L.P. and Ladder Energy
Company (confidential treatment has been requested for this exhibit and
confidential portions have been filed with the SEC), incorporated herein by
reference to Exhibit 10.122 to Amendment No. 2 to the Companys
Annual Report on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.116
|
|
Crude Oil Purchase Agreement Sunoco Reference
No. 521329 dated March 1, 2004 between Sunoco Partners
Marketing & Terminals L.P. and Square One Energy (confidential
treatment has been requested for this exhibit and confidential portions have
been filed with the SEC), incorporated herein by reference to
Exhibit 10.123 to Amendment No. 2 to the Companys Annual Report on
Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.117
|
|
Letter of Amendment to the Crude Oil Purchase
Agreement Sunoco Reference No. 521329 dated December 4, 2006
between Sunoco Partners Marketing & Terminals L.P. and Square One
Energy, Inc. (confidential treatment has been requested for this exhibit
and confidential portions have been filed with the SEC), incorporated herein
by reference to Exhibit 10.124 to Amendment No. 2 to the Companys
Annual Report on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.118
|
|
Letter of Amendment to the Crude Oil Purchase
Agreement Sunoco Reference No. 521329 dated February 16, 2009
between Sunoco Partners Marketing & Terminals L.P. and Square One
Energy, Inc. (confidential treatment has been requested for this exhibit
and confidential portions have been
|
28
Table of Contents
|
|
filed with the SEC), incorporated herein by
reference to Exhibit 10.125 to Amendment No. 2 to the Companys
Annual Report on Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.119
|
|
Letter of Amendment to the Crude Oil Purchase
Agreement Sunoco Reference No. 521329 dated April 2, 2009 between
Sunoco Partners Marketing & Terminals L.P. and Square One Energy
(confidential treatment has been requested for this exhibit and confidential
portions have been filed with the SEC), incorporated herein by reference to
Exhibit 10.126 to Amendment No. 2 to the Companys Annual Report on
Form 10 K/A filed with the SEC on July 6, 2009.
|
|
|
|
10.120
|
+
|
Summary of 2009 Cash Incentive Awards, incorporated
herein by reference to Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on November 10, 2008.
|
|
|
|
10.121
|
+
|
Consulting Agreement dated October 1, 2008
between Cano Petroleum, Inc. and Morris B. Smith, incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on October 6, 2008.
|
|
|
|
10.122
|
+
|
Amendment to Employment Agreement of Phillip Feiner
dated September 8, 2008, incorporated herein by reference to
Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on November 10, 2008.
|
|
|
|
10.123
|
|
Letter Agreement Regarding Payment of Prepayment
Premium dated September 30, 2008 between Unionbancal Equities, Inc.
and Cano Petroleum, Inc., incorporated herein by reference to
Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on November 10, 2008.
|
|
|
|
10.124
|
|
Consent and Amendment No. 13 dated
September 30, 2008 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., WO Energy, Inc., Pantwist, LLC, Cano Petro of New
Mexico, Inc., W.O. Operating Company, Ltd. and W.O. Production Company,
Ltd., Union Bank of California, N.A., as Administrative Agent, Issuing Lender
and Lender and Natixis, incorporated herein by reference to Exhibit 10.5
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
November 10, 2008.
|
|
|
|
10.125
|
|
Letter Agreement dated November 19, 2008
between Union Bank of California, NA and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 10-Q filed with the SEC on November 20, 2008.
|
|
|
|
10.126
|
|
Letter Agreement dated November 19, 2008
between Unionbancal Equities, Inc. and Cano Petroleum, Inc.,
incorporated herein by reference to Exhibit 10.2 to the Companys
Current Report on Form 10-Q filed with the SEC on November 20,
2008.
|
|
|
|
10.127
|
|
Temporary Waiver of Benefits dated October 28,
2008 between S. Jeffrey Johnson and Cano Petroleum, Inc., incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed with the SEC on July 8, 2009.
|
|
|
|
10.128
|
+
|
First Amendment to the Cano Petroleum, Inc.
2008 Annual Incentive Plan dated October 20, 2008, incorporated herein
by reference to Exhibit 10.6 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on February 9, 2009.
|
|
|
|
10.129
|
|
$120,000,000 Amended and Restated Credit Agreement
dated December 17, 2008 among Cano Petroleum, Inc. as Borrower, The
Lenders Party Thereto From Time to Time as Lenders, and Union Bank of
California, N.A. as Administrative Agent, incorporated herein by reference to
Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q filed
with the SEC on February 9, 2009.
|
|
|
|
10.130
|
|
$25,000,000 Subordinated Credit Agreement dated
December 17, 2008 among Cano Petroleum, Inc. as Borrower, The
Lenders Party Thereto From Time to Time as Lenders, and UnionBanCal
Equities, Inc. as Administrative Agent and as Issuing Lender,
incorporated herein by reference to Exhibit 10.8 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on February 9,
2009.
|
29
Table of Contents
10.131
|
|
Amended and Restated Guaranty Agreement dated
December 17, 2008 by Square One Energy, Inc., Ladder
Companies, Inc., W.O. Energy of Nevada, Inc., WO Energy, Inc.,
W.O. Operating Company, Ltd., W.O. Production Company, Ltd. and Cano Petro of
New Mexico, Inc. in favor of Union Bank of California, N.A. as
Administrative Agent, incorporated herein by reference to Exhibit 10.9
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
February 9, 2009.
|
|
|
|
10.132
|
|
Subordinated Guaranty Agreement dated
December 17, 2008 by Square One Energy, Inc., Ladder
Companies, Inc., W.O. Energy of Nevada, Inc., WO Energy, Inc.,
W.O. Operating Company, Ltd., W.O. Production Company, Ltd. and Cano Petro of
New Mexico, Inc. in favor of UnionBanCal Equities, Inc. as
Administrative Agent, incorporated herein by reference to Exhibit 10.10
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
February 9, 2009.
|
|
|
|
10.133
|
|
Amended and Restated Pledge Agreement dated
December 17, 2008 among Cano Petroleum, Inc., WO Energy, Inc.
and W.O. Energy of Nevada, Inc. and Union Bank of California, N.A., as
Administrative Agent, incorporated herein by reference to Exhibit 10.11
to the Companys Quarterly Report on Form 10-Q filed with the SEC on
February 9, 2009.
|
|
|
|
10.134
|
|
Subordinated Pledge Agreement dated
December 17, 2008 among Cano Petroleum, Inc., W.O.
Energy, Inc. and W.O. Energy of Nevada, Inc. and UnionBanCal
Equities, Inc., as Administrative Agent, incorporated herein by
reference to Exhibit 10.12 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on February 9, 2009.
|
|
|
|
10.135
|
|
Amended and Restated Security Agreement dated
December 17, 2008 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., W.O. Energy, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd. and Cano Petro of New Mexico, Inc. and Union
Bank of California, N.A., as Administrative Agent, incorporated herein by
reference to Exhibit 10.13 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on February 9, 2009.
|
|
|
|
10.136
|
|
Subordinated Security Agreement dated
December 17, 2008 among Cano Petroleum, Inc., Square One
Energy, Inc., Ladder Companies, Inc., W.O. Energy of
Nevada, Inc., W.O. Energy, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd. and Cano Petro of New Mexico, Inc. and
UnionBanCal Equities, Inc., as Administrative Agent, incorporated herein
by reference to Exhibit 10.14 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on February 9, 2009.
|
|
|
|
10.137
|
+
|
Second Amendment to Employment Agreement dated
December 31, 2008 between Cano Petroleum, Inc. and S. Jeffrey
Johnson, incorporated herein by reference to Exhibit 10.15 to the
Companys Quarterly Report on Form 10-Q filed with the SEC on
February 9, 2009.
|
|
|
|
10.138
|
+
|
First Amendment to Employment Agreement dated
December 31, 2008 between Cano Petroleum, Inc. and Ben Daitch,
incorporated herein by reference to Exhibit 10.16 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on February 9,
2009.
|
|
|
|
10.139
|
+
|
Fourth Amendment to Employment Agreement dated
December 31, 2008 between Cano Petroleum, Inc. and Patrick M.
McKinney, incorporated herein by reference to Exhibit 10.17 to the
Companys Quarterly Report on Form 10-Q filed with the SEC on
February 9, 2009.
|
|
|
|
10.140
|
+
|
Fifth Amendment to Employment Agreement dated
December 31, 2008 between Cano Petroleum, Inc. and Michael J.
Ricketts, incorporated herein by reference to Exhibit 10.18 to the
Companys Quarterly Report on Form 10-Q filed with the SEC on
February 9, 2009.
|
|
|
|
10.141
|
+
|
Second Amendment to Employment Agreement dated
December 31, 2008 between Cano Petroleum, Inc. and Phillip Feiner,
incorporated herein by reference to Exhibit 10.19 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on February 9,
2009.
|
30
Table of Contents
12.1
|
*
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
|
*
|
Subsidiaries of the Company.
|
|
|
|
23.1
|
*
|
Consent of Hein & Associates LLP.
|
|
|
|
23.2
|
*
|
Consent of Miller & Lents, Ltd., Independent
Petroleum Engineers.
|
|
|
|
23.3
|
*
|
Consent of Forrest A. Garb &
Associates, Inc., Independent Petroleum Engineers.
|
|
|
|
24.1
|
*
|
Power of Attorney (included on the signature
page hereto).
|
|
|
|
31.1
|
**
|
Certification by Chief Executive Officer, required
by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act,
promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
**
|
Certification by Chief Financial Officer, required
by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act,
promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
*
|
Certification by Chief Executive Officer, required
by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of
Chapter 63 of Title 18 of the United States Code, promulgated pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
*
|
Certification by Chief Financial Officer, required
by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of
Chapter 63 of Title 18 of the United States Code, promulgated pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
Previously filed on September 28, 2009 as an
exhibit to our original Annual Report on Form 10-K.
|
|
|
**
|
Filed herewith.
|
|
|
+
|
Management contract or compensatory plan, contract
or arrangement.
|
31
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