Exhibit
10.24


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into
effective as of April 27, 2009 (the “Effective Date”), by and between
GeoPetro Resources Company, a
California corporation (the “Employer”), and J. Chris Steinhauser, an
individual  (the “Employee”).


 


The parties,
intending to be legally bound, agree as follows:


 


1.                               DEFINITIONS


 


For the
purposes of this Agreement, the following terms have the meanings specified or
referred to in this Section 1.


 


“Agreement”
means this Employment Agreement, as amended, restated or otherwise modified
from time to time.


 


“Benefits”
is defined in Section 3.2.


 


“Confidential
Information” means any and all:


 


(a)                                  trade
secrets concerning the business and affairs of the Employer, whether a
technical, business or other nature that is disclosed to the Employee or that
is otherwise learned by Employee in the course of employment with the Employer,
including but not limited to know-how, processes, designs, samples, inventions
and ideas, past, current, and planned property or mineral acquisition, and all
information related thereto, exploration or development activities or methods,
customer and vendor lists, business plans as well as any other information,
however documented, that is a trade secret under California law, as in effect
as of the date hereof and as amended from time to time; and


 


(b)                                 information
concerning the business and affairs of the Employer (which includes historical
financial statements, financial projections and budgets, historical and
projected sales, historical and projected net earnings, capital spending
budgets and plans, however documented).


 


(c)                                  “Confidential
Information” shall not include information, data, knowledge and know-how that (a) is
in the Employee’s possession prior to disclosure to the Employee , as shown by
documents and other competent evidence in Employee’s possession, (b) is in
the public domain prior to disclosure to the Employee, (c) lawfully enters
the public domain through no violation of this Agreement after disclosure to
the Employee, (d) becomes available to the Employee on a non-confidential
basis from a source other than the Employer, provided that such source is not
known by the Employee to be bound by a confidentiality agreement with the
Employer or another party,


 


“Effective
Date” means April 27, 2009.


 


“Employee
Invention” means any idea, invention, or improvement (whether patentable or
not), any industrial design (whether registrable or not), and any work of
authorship (whether or not copyright protection may be obtained for it)
created, conceived, or developed by the Employee, either solely or in
conjunction with others, during the Employment Period, or a period that
includes a portion of the Employment Period, that relates to the business then
being conducted or proposed to be conducted by the Employer.


 


“Employment
Period” means the period of the Employee’s employment under this Agreement.


 


“For
Cause” means: (a) the Employee’s material breach of this Agreement; (b) the
Employee’s failure to adhere to any written Employer policy; (c) the
appropriation (or attempted appropriation) of a material business opportunity
of the Employer, including attempting to secure or securing any personal profit
in connection with any transaction entered into on behalf of the Employer; (d) the
misappropriation (or attempted misappropriation) of any 


 

















 


of the
Employer’s funds or property; or (e) the conviction of, or the entering of
a guilty plea or plea of no contest with respect to, a felony.


 


“Person”
means any individual, corporation (including any non-profit corporation),
general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization, or governmental body.


 


“President”
means the president of the Employer.


 


“Salary”
is defined in Section 3.1.


 


2.                               EMPLOYMENT TERMS AND DUTIES


 


2.1                                 Employment.
The Employer hereby employs the Employee, and the Employee hereby accepts
employment by the Employer, upon the terms and conditions set forth in this
Agreement.


 


2.2                                 Term.
The Employer hereby employs the Employee effective as of the Effective
Date.  The employment with the Employer is not for any specified
period of time.  As a result, either the Employer or the Employee is
free to terminate the employment relationship at any time, subject to the other
provisions of this Agreement.  Unless earlier terminated, this
Agreement will terminate on April 27, 2012.


 


2.3                                 Termination.
If the Employee is terminated by the Employer for any reason (including a
Change of Control as hereinafter defined), other than For Cause, he will
receive Salary as severance in an amount equal to nine months of Salary,
provided however, if less than nine months remain until the Termination Date,
the Employee shall only receive Salary for such shorter period as remains until
the Termination Date.  No severance payments will be made until
Employee executes a valid release of any and all claims that he may have
relating to his employment against the Employer and its agents in a form provided
by the Employer.  If Employee does not
execute and deliver such release on or before sixty-five (65) days after such
termination, or such release is revoked by Employee within the seven (7) days
following execution, then Employee shall not be entitled to any severance
otherwise due under this Section 2.3. 
If the Employee is terminated For Cause, or resigns, his Salary and
Benefits will terminate immediately upon leaving the Employer.  The
Employer may terminate Employee For Cause only after (a) Employee has had the
opportunity to discuss such termination with the President, and (b) the
President has provided the Employee with a written statement terminating
Employee’s employment and specifying, in reasonable detail, the “For Cause”
termination.  If a matter purportedly giving rise to a “For Cause”
termination could be cured by Employee, the President shall not take any action
to terminate the Employee hereunder unless and until the Employee has received
written notice from the President of the Employer specifying such cause and
Employee shall have failed to cure or correct such cause within 30 days after
receiving such notice.


 


For purposes
of this Agreement, a Change of Control shall mean the first to occur of:


 


(i)                                     a
single event or transaction resulting in any “person” (as defined in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) other than (1) the Employer or any Affiliate of the Employer as of
the date of this Agreement, (2) any employee benefit plan of the Employer
or any Affiliate of the Employer, or (3) any person or entity organized,
appointed or established by the Employer for or pursuant to the terms of any
such plan, acquiring beneficial ownership of voting securities of the Employer,
is or becomes the beneficial owner, directly or indirectly, of securities of
the Employer representing 80% or more of the combined voting power of the
Employer’s then outstanding securities; or


 


(ii)                                  consummation
of a reorganization, merger or consolidation of the Employer (a “Business
Combination”), in each case, unless, following such Business Combination,
the individuals and entities who were the beneficial owners of outstanding
voting securities of the Employer immediately prior to such Business
Combination beneficially own, by reason of such ownership of the Employer’s
voting securities immediately before the Business Combination, directly or
indirectly, more than 20% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of
the Employer resulting from such Business Combination (including, without
limitation, a company which as a result of such transaction owns the Employer
or all or substantially all of the Employer’s assets either directly or through
one or more subsidiaries) in 


 


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substantially
the same proportions as their ownership of the outstanding voting securities of
the Employer immediately prior to such Business Combination.


 


Notwithstanding
the foregoing subparagraphs (i) through (ii), in no event shall any
transaction or series of transactions entered into between the Employer, or
their respective Affiliates as of the date of this Agreement or entities wholly
owned by the forgoing, or changes associated therewith, be considered a Change
in Control.


 


No severance
shall be paid under this Section 2.3 unless such termination results in
Employee’s “Separation from Service” with the Employer within the meaning of Section 1.409A-1(h) of
the Treasury Regulations, which provides that, whether a Separation from
Service has occurred is determined based on whether the facts and circumstances
indicate that Employee and the Employer reasonably anticipated that no further
services would be performed by Employee after such resignation or termination
or that the level of bona fide services Employee would perform after such date
(whether as an employee or as an independent contractor) would permanently
decrease to twenty percent (20%) or less of the average level of bona fide
services performed over the immediately preceding thirty-six (36) month period
(or the full period of services to the Employer if the Employee had been
providing services to the Employer for less than 36 months).


 


2.4                                 Duties.
The Employee shall serve as Chief Financial Officer of the Employer or in such
other capacity as appointed by the President, and will have such duties as are
assigned or delegated to the Employee by, and shall report to, the President.
The Employee will devote all of his business time, attention, skill, and energy
to the business of the Employer, will use his best efforts to promote the
success of the Employer’s business, and will cooperate fully with the President
in the advancement of the best interests of the Employer.  Employee
will not compete with the Employer during the Employment
Period.  Nothing in this Section 2.4, however, will
prevent the Employee from engaging in additional activities in connection with
personal investments and community affairs that are not inconsistent with the
Employee’s duties under this Agreement.  At the Employer’s request,
Employee may also perform services for companies that have a business
relationship with the Employer.  Unless agreed to by the Employer,
Employee will receive no additional Salary or Benefits or other compensation
for these services.


 


3.                               COMPENSATION


 


3.1                                 Salary.
The Employee will be paid an annual salary of $225,000 (the “Salary”),
which will be payable in equal periodic installments according to the Employer’s
customary payroll practices, but no less frequently than
monthly.   During the term of this Agreement, the salary may be
increased by the President.


 


3.2                                 Benefits.
During the Employment Period, the Employee shall be permitted to participate in
such pension, profit sharing, bonus, life insurance, hospitalization, major
medical, and other employee benefit plans of the Employer that may be in effect
from time to time, to the extent the Employee is eligible under the terms of
those plans (collectively, the “Benefits”).


 


3.3                                 Stock
Options.  The Employee has previously received stock
option grants totaling 150,000 stock options of GeoPetro Resources Company
common stock (the “Stock Options”) dated May 13, 2003 having an
exercise price of $2.10 per share.  The Stock Options are fully
vested as of the effective date hereof. 
The exercise price of the Stock Options shall be reduced to $1.00 per
share as of the Effective Date.  The Employer
hereby agrees to continue the Stock Options for the full term thereof (through May 13,
2013) and agrees that such Stock Options will survive the term of this
Agreement.  The Employee acknowledges
that he also previously received stock option grants totaling 75,000 stock
options of GeoPetro Resources Company common stock in June of 2008, having
an exercise price of $4.28 per share, and that all such stock options granted
in June of 2008 are hereby cancelled, and are null and void, as of the Effective
Date.


 


3.3.1    Change of Control. 
All grants made to the Employee under the stock option or other equity
incentive plans of the Employer (the “Equity Plans”) (including those
made prior to the Effective Date (other than those grants cancelled by this
Agreement)) shall vest in full effective on the date of a Change in Control or immediately
prior to the occurrence of a termination of the Employee’s employment by the Employer
other than For Cause.  For avoidance of
doubt, there shall be no vesting as a result of the Employee terminating or
resigning his employment with the Employer. 
To the extent that the terms of this Agreement conflict with the terms
of the Equity Plans of the Employer, the terms of this Agreement shall control
and the Employer agrees that the provisions set 


 


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forth herein
regarding Change in Control shall be included in any stock option agreement or
similar granting instrument entered into with or provided to Employee in
connection with Employee’s employment with Employer.


 


3.4                                 Relocation
Allowances.  Not applicable.


 


3.5                                 Travel
Expenses.  Not applicable.


 


4.                               VACATIONS, HOLIDAYS AND SICK LEAVE


 


The Employee
will be entitled to three weeks of vacation time and up to five sick days per
twelve month period and paid holidays in accordance with the policies of the
Employer.


 


5.                               NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS


 


5.1                                 Acknowledgments
by the Employee.  The Employee
acknowledges that (a) during the Employment Period and as a part of his
employment, the Employee will be afforded access to Confidential Information; (b) public
disclosure of such Confidential Information could have an adverse effect on the
Employer and its business; (c) because the Employee possesses substantial
technical expertise and skill with respect to the Employer’s business, the
Employer desires to obtain exclusive ownership of each Employee Invention, and
the Employer will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Employee Invention; and (d) the
provisions of this Section 5 are reasonable and necessary to prevent
the improper use or disclosure of Confidential Information and to provide the
Employer with exclusive ownership of all Employee Inventions.


 


5.2                                 Agreements
of the Employee. In consideration of the
compensation and benefits to be paid or provided to the Employee by the
Employer under this Agreement, the Employee covenants as follows:


 


(a)                                  Confidentiality.


 


(i)                                     During
and following the Employment Period, the Employee will hold in confidence the
Confidential Information and will not disclose it to any Person except with the
specific prior written consent of the Employer or except as otherwise expressly
permitted by the terms of this Agreement.


 


(ii)                                  Any
trade secrets of the Employer will be entitled to all of the protections and
benefits under the California Trade Secrets Act, as in effect on the date
hereof, and as amended from time to time, and any other applicable law.


 


(iii)                               None
of the foregoing obligations and restrictions applies to any part of the
Confidential Information that the Employee demonstrates was or became generally
available to the public other than as a result of a disclosure by the Employee.


 


(iv)                              Compelled
Disclosure. Notwithstanding the provisions of
this Section 5.2(a), if the Employee is required to disclose any
Confidential Information pursuant to any applicable law, rule or
regulation or a subpoena, court order, similar judicial process, regulatory
agency or stock exchange rule, the Employee will, if possible, promptly notify
the Employer of any such requirement so that the Employer, at its sole cost and
expense, may seek an appropriate protective order or waive compliance with the
provisions of this Agreement. If such order is not obtained, or the Employer
waives compliance with the provisions of this Agreement, the Employee will disclose
only that portion of the Confidential Information which he is legally required
to so disclose. In the event that the Employee shall have complied fully with
the provisions of this Section, the Employer agrees that such disclosure may be
made by the Employee without any liability hereunder.


 


(b)                                 Employee
Inventions. During and following the
Employment Period, each Employee Invention will belong exclusively to the
Employer. The Employee acknowledges that the Employee’s writing, works of
authorship, and other Employee Inventions are works made for hire and the
property of the Employer, including any copyrights, patents, or other
intellectual property rights pertaining thereto. The Employee covenants that he
will promptly:


 


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(i)                                     disclose
to the Employer in writing any Employee Invention;


 


(ii)                                  assign
to the Employer or to a party designated by the Employer, at the Employer’s
request and without additional compensation, all of the Employee’s right to the
Employee Invention for the United States and all foreign jurisdictions;


 


(iii)                               execute
and deliver to the Employer such applications, assignments, and other documents
as the Employer may request in order to apply for and obtain patents or other
registrations with respect to any Employee Invention in the United States and
any foreign jurisdictions;


 


(iv)                              sign
all other papers necessary to carry out the above obligations; and


 


(v)                                 give
testimony and render any other assistance, without expense to the Employee, in
support of the Employer’s rights to any Employee Invention.


 


6.                               EXCLUSIVE EMPLOYMENT


 


Subject to
the provisions of Section 2.4, above, during the Employment Period,
(a) Employee will not do anything to compete with the Employer’s present
or contemplated business (as that may change from time to time during the
Employment Period), nor will he plan or organize any competitive business
activity; and (b) Employee will not enter into any agreement which
conflicts with his duties or obligations to the Employer.  Employee
will not during the Employment Period or within twelve months after it ends,
without the Employer’s express written consent, solicit or encourage any
employee, agent, independent contractor, supplier, consultant, shareholder,
investor or alliance partner to terminate or alter a relationship with the
Employer.


 


It is the
desire and intent of the Employer and the Employee that the provisions of this Section 6
be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular portion of this Section 6
shall be adjudicated to be invalid or unenforceable, this Section 6 shall
be deemed amended to apply in the broadest allowable manner and to delete
therefrom the portion adjudicated to be invalid or unenforceable, such
amendment and deletion to apply only with respect to the operation of Section 6
in the particular jurisdiction in which that adjudication is made.


 


7.                               GENERAL PROVISIONS


 


7.1                                 Covenants
of Sections 5 and 6 Are Essential and Independent Covenants.
The covenants by the Employee in Sections 5 and 6 are essential
elements of this Agreement, and without the Employee’s agreement to comply with
such covenants, the Employer would not have entered into this Agreement or
employed or continued the employment of the Employee. The Employer and the
Employee have independently consulted their respective counsel and have been
advised in all respects concerning the reasonableness and propriety of such covenants,
with specific regard to the nature of the business conducted by the Employer.


 


The Employee’s
covenants in Sections 5 and 6 are independent covenants and the
existence of any claim by the Employee against the Employer under this
Agreement or otherwise, will not excuse the Employee’s breach of any covenant
in Sections 5 and 6.


 


If the
Employee’s employment hereunder expires or is terminated, this Agreement will
continue in full force and effect as is necessary or appropriate to enforce the
covenants and agreements of the Employee in Sections 5 and 6, and the
Employer will have the right in addition to any other rights it may have, to
seek injunctive relief to restrain or specifically enforce provisions of this
Agreement.


 


7.2                                 Deferred
Compensation.  If the Employer (or, if
applicable, any successor entity thereto) determines that the Salary provided
to the Employee upon termination pursuant to Section 2.3 or any other
payments provided for in this Agreement (any such payments, the “Deferred
Payments”) constitute “deferred compensation” under Section 409A of the
Internal Revenue Code of 1986, as amended (together, with any state law of
similar effect, “Section 409A”) and if the Employee is a “specified
employee” of the Employer (or, if applicable, any 


 


5

















 


successor
entity thereto), as such term is defined in Section 409A(a)(2)(B)(i) (a
“Specified Employee”), then, solely to the extent necessary to avoid the
imposition of the adverse personal tax consequences under Section 409A,
the timing of the Deferred Payments will be delayed as follows: on the earlier
to occur of (1) the date that is six months and one day after the date of
termination of Employee’s employment, and (2) the date of Employee’s
death.  Prior to the imposition of any delay on the Deferred Payments
as set forth above, it is intended that (A) any installment of the
Deferred Payments be regarded as a separate “payment” for purposes of Treas.
Reg. §1.409A-2(b)(2)(i) and (B) all Deferred Payments satisfy, to the
greatest extent possible, the exemptions from the application of Section 409A
provided under Treas. Reg. §1.409A-1(b)(4) and 1.409A-1(b)(9)(iii).  This Agreement is intended to comply with Section 409A
and shall be interpreted in accordance with such Section and Department of
Treasury Regulations and other interpretive guidance issued thereunder
including, without limitation, any such regulations or other guidance issued
after the effective date of this Agreement. 
If the Employer determines that this Agreement does not comply with Section 409A,
the Employer may adopt such amendments to this Agreement (without Employee’s
consent) or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, that the
Employer determines are necessary or appropriate to (i) exempt the
provisions hereof from the application of Section 409A, (ii) preserve
the intended tax treatment of the benefits provided hereunder, or (iii) comply
with the requirements of Section 409A, provided further, notwithstanding
anything contained herein to the contrary, any provision hereof which is
inconsistent with the applicable requirements of Section 409A or any
provision not set forth which should be included herein in order to comply with
the applicable requirements of Section 409A shall be deemed revised or
included herein, as the case may be, in manner consistent therewith
automatically, without any action of the Employer or Employee.


 


7.3                                 Representations
and Warranties by the Employee. The
Employee represents and warrants to the Employer that the execution and
delivery by the Employee of this Agreement do not, and the performance by the
Employee of the Employee’s obligations hereunder will not, with or without the
giving of notice or the passage of time, or both: (a) violate any
judgment, writ, injunction, or order of any court, arbitrator, or governmental
agency applicable to the Employee; or (b) conflict with, result in the
breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.


 


7.4                                 Waiver.
The rights and remedies of the parties to this Agreement are cumulative and not
alternative.  Neither the failure nor any delay by either party in
exercising any right, power, or privilege under this Agreement will operate as
a waiver of such right, power, or privilege, and no single or partial exercise
of any such right, power, or privilege will preclude any other or further
exercise of such right, power, or privilege or the exercise of any other right,
power, or privilege. To the maximum extent permitted by applicable law, (a) no
claim or right arising out of this Agreement can be discharged by one party, in
whole or in part, by a waiver or renunciation of the claim or right unless in
writing signed by the other party; (b) no waiver that may be given by a
party will be applicable except in the specific instance for which it is given;
and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.


 


7.5                                 Binding
Effect; Delegation of Duties Prohibited. This
Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred.  The duties and covenants of the Employee under this
Agreement, being personal, may not be delegated.


 


7.6                                 Indemnification.  The
Employer shall indemnify and advance expenses to the Employee to the fullest
extent permitted by California Corporate Law and the Employer’s Articles of
Incorporation and Bylaws, unless it is established that (a) the act or
omission was material to the matter giving rise to the liability and was
omitted in bad faith or was the result of active and deliberate dishonesty; (b) the
Employee actually received an improper personal benefit in money, property or
services; or (c) in the case of a criminal proceeding, the Employee had
reasonable cause to believe the act or omission was unlawful.


 


7.7                                 Notices.
All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered 


 


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mail, return
receipt requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), in each
case to the appropriate addresses and facsimile numbers set forth below (or to
such other addresses and facsimile numbers as a party may designate by notice
to the other parties):


 


	
  If to
  Employer:

  	
   

  	
  GeoPetro
  Resources Company

  
	
   

  	
   

  	
  One
  Maritime Plaza, Suite 700

  
	
   

  	
   

  	
  San
  Francisco, CA  94111  

  
	
   

  	
   

  	
  Attn:
  Stuart J. Doshi

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax: (415)
  398-9227

  
	
   

  	
   

  	
   

  
	
  If to the
  Employee:

  	
   

  	
  As set
  forth on signature page.

  



 


7.8                                 Entire
Agreement; Amendments. This Agreement contains the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral or written,
between the parties hereto with respect to the subject matter
hereof.  This Agreement may not be amended orally, but only by an
agreement in writing signed by the parties hereto.


 


7.9                                 Governing
Law; Forum and Venue.  This Agreement shall be
construed according to the law of the State of California and any actions to
enforce the terms of this Agreement shall be exclusively brought in either
state or federal court in the City and County of San Francisco, California, and
each of the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and waives any
objection to venue laid therein.  Process in any action or proceeding
referred to in the preceding sentence may be served on either party anywhere in
the world.  The prevailing Party in any such action shall be entitled
to recover its attorney’s fees and all costs of any such action.


 


7.10                           Severability.
If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect.  Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.


 


7.11                           Counterparts
and Facsimile. This Agreement may be executed in
one or more counterparts, each of which will be deemed to be an original copy
of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.  Facsimile signatures shall be
considered an original signature.


 


7.12                           Waiver
of Jury Trial.  THE PARTIES HERETO
HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.


 


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


 


	
   

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  GEOPETRO
  RESOURCES COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart
  J. Doshi

  
	
   

  	
  Name:

  	
  Stuart J.
  Doshi

  
	
   

  	
  Title:

  	
  President
  and CEO

  



 


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  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Chris Steinhauser

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  J. Chris Steinhauser

  
	
   

  	
  Address:

  	
  C/o GeoPetro Resources Company  

  One Maritime Plaza, Suite 700  

  San Francisco, CA 94111

  
	
   

  	
  Facsimile Number:

  	
  (415) 398-9227

  



 


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