Exhibit
10.61

     

    EXECUTIVE
EMPLOYMENT AGREEMENT

     

    BETWEEN:

     

    GRAN TIERRA ENERGY INC., an
Alberta corporation (“GTEI”) and Gran
Tierra Energy Inc., a Nevada corporation (“Gran Tierra”)

     

    (GTEI and
Gran Tierra are collectively referred to herein as, the “Company”)

     

    - and
-

     

    MAX HSU WEI, an individual
ordinarily resident in the City of Calgary in the Province of
Alberta

     

    (the
“Executive”)

     

    (collectively
referred to as the “Parties”)

     

    RECITALS:

     

    
      	
              A.

            	
              The
      Executive has specialized knowledge and valuable skills and experience
      which are critical to the management and success of the
      business.

            


    

     

    
      	
              B.

            	
              The
      Company wishes to secure the services of the Executive and to ensure that
      the Executive remains Vice-President, Operations, of the
      business.

            


    

     

    
      	
              C.

            	
              The
      Executive is currently an employee of the Company pursuant to an
      employment agreement between the Executive and the Company dated April 29,
      2005 (the “Prior
      Agreement”).

            


    

     

    
      	
              D.

            	
              The
      Parties wish to set forth their entire understanding and agreement with
      respect to the subject matter herein and replace the Prior Agreement in
      its entirety with this Executive Employment Agreement (the “Agreement”).

            


    

     

    THEREFORE, the Parties agree
as follows:

     

    ARTICLE
1

    DUTIES
AND RESPONSIBILITIES

     

    1.1           Position

     

    The
Company confirms the appointment of the Executive to the position of
Vice-President, Operations.  The Executive will undertake those duties
and responsibilities set out in Schedule “A” to this Agreement as well as those
duties reasonably assigned to the Executive by the Board of Directors of the
Company (the “Board”).  The
Executive will report to the President and Chief Executive
Officer.  The parties agree that the relationship between the Company
and the Executive created by this Agreement is that of employer and
employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2           Other
Engagements

     

    The
Executive shall not engage in any other business, profession or occupation which
would conflict with the performance of his duties and responsibilities under
this Agreement, either directly or indirectly, including accepting appointments
to the boards of other companies without the prior written consent of the
Board.

     

    1.3           Reassignment

     

    The
Company shall not reassign the Executive to another position within the Company
itself, or to a position within a subsidiary, affiliated or related corporate
entity (“Member Company”
or “Member Companies”)
or alter the duties, responsibilities, title, or reporting lines of the
Executive or change the location of the Executive’s employment unless the
Executive agrees to such reassignment or alteration.

     

    1.4           Travel

     

    The
Executive shall be employed at the Company’s location in Calgary, Alberta. The
Executive shall be available for such business related travel as may be required
for the purposes of carrying out the Executive’s duties and responsibilities.
The Executive shall be entitled to fly business class only for international
flights and shall use economy for domestic travel. The Executive will be
entitled to choose suitable accommodations when traveling on Company
business.

     

    ARTICLE
2

    TERM
OF EMPLOYMENT

     

    The
Executive’s employment with the Company is for no specified duration and
constitutes at-will employment.  The Executive’s employment may be
terminated at any time by either of the Parties, subject to the provisions of
Article 9.

     

    ARTICLE
3

    BASE
SALARY

     

    The
Executive will be paid an annual salary in an amount determined by the Board,
subject to applicable statutory deductions (the “Base Salary”).  The
Executive’s Base Salary will be payable in accordance with Company practices and
procedures as they may exist from time to time. Base Salary will be reviewed and
may be increased on an annual basis by the Board, with input from the
Executive.

     

    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
4

    BONUS

     

    4.1           Bonus
Eligibility

     

    The
Executive shall be eligible to receive an annual bonus payment in addition to
Base Salary and other compensation for each year of the Executive’s employment
(the “Bonus”) as
determined by the Board from time to time.

     

    4.2           Bonus
Payment

     

    The Bonus
shall be payable within sixty (60) days after the end of the fiscal year (but in
no event later than March 15 of such following year), and will be based upon the
Executive’s performance during the preceding year.

     

    ARTICLE
5

    BENEFITS

     

    The
Executive shall be entitled to participate in and to receive all rights and
benefits under any life insurance, disability, medical, dental, health and
accident plans maintained by the Company for its employees and for its executive
officers specifically. During a leave of absence for disability, the Company
will continue to pay the Executive’s Base Salary (less any amounts paid pursuant
to a short term disability insurance policy) until such time as the Executive
begins to receive long-term disability insurance benefits.

     

    ARTICLE
6

    VACATION

     

    The
Executive will be entitled to five weeks vacation per year. Payment of all
vacation pay will be at Base Salary. The Executive will arrange vacation time to
suit the essential business needs of the Company. Unused vacation entitlement
will be carried over into the following calendar year to a maximum entitlement
of eight weeks in any one year. On leaving the employment of the Company for
whatever reason, the Company will compensate the Executive for any accrued but
unused vacation entitlement based upon the Executive’s then current Base
Salary.

     

    ARTICLE
7

    STOCK
OPTIONS

     

    The
Company will provide the Executive with the right to participate in stock option
plans and/or incentive award plans approved by the Board.

     

    ARTICLE
8

    PERQUISITES
AND EXPENSES

     

    The
Company recognizes that the Executive will incur expenses in the performance of
the Executive’s duties. The Company shall reimburse the Executive for any
reasonable out of pocket expenses incurred in the course of
employment.  To the extent that any expense reimbursements payable
pursuant to this Agreement are subject to the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), any such
reimbursements payable pursuant to this Agreement shall be paid no later than
December 31 of the year following the year in which the expense was incurred,
the amount of expenses reimbursed in one year shall not affect the amount
eligible for reimbursement in any subsequent year, and the right to
reimbursement under this Agreement will not be subject to liquidation or
exchange for another benefit.

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
9

    TERMINATION
OF EMPLOYMENT

     

    9.1           Termination
Without Notice

     

    This
Agreement and the Executive’s employment with the Company may be terminated,
without the Company being obligated to provide the Executive with advance notice
of termination or pay in lieu of such notice, whether under contract, statute,
common law or otherwise, in the following circumstances:

     

    
      	
               
      

            	
              (a)

            	
              Voluntary
      Resignation

            


    

     

    In the
event the Executive voluntarily resigns, except where the Executive resigns for
Good Reason as provided for in this Agreement, the Executive will give a minimum
of sixty (60) days’ advance written notice to the Company.  The
Executive will not be entitled to receive any further compensation or benefits
whatsoever other than those which have accrued up to the Executive’s last day of
active service with the Company. The Company may, at its discretion, waive in
whole or in part such notice by paying the Executive, following his last day of
active service, his Base Salary during the balance of such sixty (60) day period
in lieu to the Executive on the Company’s regular payroll dates.  This
payment of Base Salary in lieu of notice is intended to be exempt from Code
Section 409A under Treasury Regulation Section 1.409A-1(b)(4).

     

    
      	
               
      

            	
              (b)

            	
              Cause

            


    

     

    "Cause"
is defined as any of the following:

    


    (a)
conviction of, or plea of nolo contendere to, a felony;

    


    (b)
participation in a fraud against the Company;

    


    (c)
participation in an act of dishonesty against the Company intended to result in
your personal enrichment;

    


    (d)
willful material breach of the Company's written policies;

    


    (e)
intentional significant damage to the Company's property by you;

    


    (f)
material breach of this Agreement; or

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    (g)
conduct by you that, in the good faith and reasonable determination of the
Board, demonstrates gross unfitness to serve provided that in such event, the
Company shall provide notice to you describing the nature of the gross unfitness
and you shall thereafter have ten (10) days to cure such gross unfitness if such
gross unfitness is capable of being cured.

    


    The
Company may not terminate your employment for Cause unless and until you receive
a copy of a resolution duly adopted by the affirmative vote of at least a
majority of the Board of Directors of the Company ("Board") finding that in the
good faith opinion of the Board, that "Cause" exists and specifying the
particulars thereof in reasonable detail.


     

    9.2           Termination
by the Company without Cause

     

    The
Company may terminate the Executive’s employment without Cause at any
time.  If such termination constitues a “separation from service” (as
defined under Treasury Regulation Section 1.409A-1(h)), and provided the
Executive executes and allows to become effective the Company’s standard form of
release of claims within thirty (30) days following the separation from service,
the Company will pay the Executive cash severance (the “Separation Package”) equal to
two years’ Total Cash Compensation in a lump sum on the date that is thirty (30)
days after the separation from service.

     

    “Total
Cash Compensation” is defined as the annualized amount of Base Salary plus Bonus
Payment for the prior 12-month period.

     

    9.3           Termination
by the Executive for Good Reason.

     

    Should
the Executive terminate his employment for Good Reason, as hereinafter defined,
and provided such termination constitues a separation from service, and provided
further that the Executive executes and allows to become effective the Company’s
standard form of release of claims within thirty (30) days following the
separation from service, the Company will pay the Executive the Separation
Package set out in section 9.2 in a lump sum on the date that is thirty (30)
days after the separation from service.  Failure of the Executive to
terminate his employment in a manner that constitutes a separation from service
effective not later than forty days (40) after the occurrence of any event which
would constitute Good Reason shall constitute waiver of his right under this
section 9.3 as to such triggering event.  Executive may terminate his
employment for Good Reason so long as Executive tenders his resignation to the
Company within thirty (30) days after the occurrence of the event that forms the
basis for the resignation for Good Reason; provided, however, that Executive
must provide written notice to the Company describing the nature of the event
that Executive believes forms the basis for the resignation for Good Reason, and
the Company shall thereafter have ten (10) days to cure such event.

     

    “Good
Reason” is defined as the occurrence of any of the following without the
Executive’s express written consent:

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              an
      adverse change in the Executive’s position, titles, duties or
      responsibilities (including new, additional or changed formal or informal
      reporting responsibilities) or any failure to re-elect or re-appoint him
      to any such positions, titles, duties or offices, except in connection
      with the termination of his employment for
  Cause;

            


    

    


    
      	
               
      

            	
              (b)

            	
              a
      reduction by the Company of the Executive’s Base Salary except to the
      extent that the annual base salaries of all other executive officers of
      the Company are similarly reduced or any change in the basis upon which
      the Executive’s annual compensation is determined or paid if the change is
      or will be adverse to the Executive except that an award of annual
      performance bonuses by the Company’s Compensation Committee (and approved
      by the Board of Directors) are discretionary and in no instance shall be
      considered adverse to Executive if such performance bonus is reduced from
      a prior year or if an annual performance bonus is not
  paid;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      Change in Control (as defined below) of the Company occurs;
    or

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      breach by the Company of any material provision of this
      Agreement.

            


    

    


    A “Change
in Control” is defined as:

    


    (a) a
dissolution, liquidation or sale of all or substantially all of the assets of
the Company;

    


    (b) a
merger or consolidation in which the Company is not the surviving
corporation;

    


    (c) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company’s common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or

    


    (d) the
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any affiliate of the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors.

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

     

    9.4       Section 409A.  Application of Internal Revenue Code
Section 409A.  If the Company (or, if applicable, the successor
entity thereto) determines that the Separation Package and/or any other
termination payments and benefits provided under this Agreement or otherwise
(the “Payments”)
constitute “deferred compensation” under Code Section 409A (together, with any
state law of similar effect, “Section
409A”) and Executive is a “specified employee” (as such term is defined
in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon
his separation from service, then, solely to the extent necessary to avoid the
incurrence of the adverse personal tax consequences under Section 409A as a
result of the payment of compensation upon his separation from service, the
timing of the Payments shall be delayed as follows:  on the earlier to
occur of (i) the date that is six months and one day after the date of the
separation from service or (ii) the date of Executive’s death (such earlier
date, the “Delayed Initial
Payment Date”), the Company (or the successor entity thereto, as
applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the
Payments that Executive would otherwise have received through the Delayed
Initial Payment Date if the commencement of the payment of the Payments had not
been delayed pursuant to this paragraph and (B) commence paying the balance of
the Payments in accordance with the applicable payment schedules set forth
above.  Notwithstanding the foregoing, it is intended that each
installment of the Payments provided under this Agreement is a separate
“payment” for purposes of Section 409A and that the Payments are exempt from
Section 409A under Treasury Regulation Section 1.409A-1(b)(4).  This
Agreement is intended to be interpreted to the greatest extent possible as
providing for payments that are exempt from, or, if that is not possible,
compliant with, the provisions of Section 409A.

    


    ARTICLE
10

    DIRECTORS/OFFICERS
LIABILITY

     

    10.1        Indemnity

     

    Gran
Tierra shall provide to the Executive indemnification in accordance with
the  Indemnification Agreement entered into between Gran Tierra and
the Executive.

     

    10.2        Insurance

     

    
      	
               
      

            	
              (a)

            	
              Gran
      Tierra shall purchase and maintain, throughout the period during which the
      Executive acts as a director or officer of Gran Tierra or a Member Company
      and for a period of two years after the date that the Executive ceases to
      act as a director or officer of Gran Tierra or a Member Company,
      directors’ and officers’ liability insurance for the benefit of the
      Executive and the Executive’s heirs, executors, administrators and other
      legal representatives, such that the Executive’s insurance coverage is, at
      all times, at least equal to or better than any insurance coverage Gran
      Tierra purchases and maintains for the benefit of its then current
      directors and officers, from time to
time.

            


    

     

    
      
        	 	
                (b)

              	
                If
      for any reason whatsoever, any directors’ and officers’ liability insurer
      asserts that the Executive
      or the Executive’s heirs, executors, administrators or other legal
      representatives are subject to a deductible under any existing or future
      directors’ and officers’ liability insurance purchased and maintained by
      Gran Tierra for the benefit of the Executive and the Executive’s heirs,
      executors, administrator and other legal representatives, Gran Tierra
      shall pay the deductible for and on behalf of the Executive or the
      Executive’s heirs, executors, administrators or other legal
      representatives, as the case may
be.

              


      

    

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

     

    10.3        Survival

     

    The
provisions of sections 10.1 and 10.2 of this Agreement shall survive the
termination of this Agreement or the employment of the Executive with Gran
Tierra and such provisions shall continue in full force and effect in accordance
with such Indemnification Agreement for the benefit of the
Executive.

     

    ARTICLE
11

    NON-COMPETITION
AND CONFIDENTIALITY

     

    11.1        Non-Competition

     

    The
Executive recognizes and understands that in performing the duties and
responsibilities of his employment as outlined in this Agreement, he will be a
key employee of the Company and will occupy a position of high fiduciary
confidence, pursuant to which he has developed and will develop and acquire wide
experience and knowledge with respect to all aspects of the services and
businesses carried on by Gran Tierra and its Member Companies and the manner in
which such businesses are conducted.  It is the expressed intent and
agreement of Executive and of Gran Tierra that such knowledge and experience
shall be used solely and exclusively in the furtherance of the business
interests of Gran Tierra and its Member Companies and not in any manner
detrimental to them.  The Executive therefore agrees that so long as
he is employed by the Company pursuant to this Agreement he shall not engage in
any practice or business in competition with the business of Gran Tierra or any
of its Member Companies.

     

    11.2        Confidentiality

     

    The
Executive further recognizes and understands that in the performance of his
employment duties and responsibilities as outlined in this Agreement, he will be
a key employee of the Company and will become knowledgeable, aware and possessed
of all confidential and proprietary information, know-how, the strategic
studies, techniques, knowledge and other confidential information of every kind
or character relating to or connected with the business or corporate affairs and
operations of Gran Tierra and its Member Companies and includes, without
limitation, geophysical studies and data, market data, engineering information,
shareholder data, client lists, compensation rates and methods and personnel
information (collectively “Confidential Information”)
concerning the business of Gran Tierra and its Member Companies.  The
Executive therefore agrees that, except with the consent of the Board, he will
not disclose such Confidential Information to any unauthorized persons so long
as he is employed by the Company pursuant to this Agreement and for a period of
24 months thereafter; provided the foregoing shall not apply to any Confidential
Information which is or becomes known to the public or to the competitors of
Gran Tierra or its Member Companies other than by a breach of this
Agreement.

     

    11.3        Following
Termination of Agreement

     

    Subject
to this provision and without otherwise restricting the fiduciary obligations
imposed upon, or otherwise applicable to the Executive as a result of the
Executive having been a senior officer and key employee of the Company, the
Executive shall not be prohibited from obtaining employment with or otherwise
forming or participating in a business competitive to the business of the
Company after termination of this Agreement and the Executive’s employment with
the Company.

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
12

    CHANGES
TO AGREEMENT

     

    Any
modifications or amendments to this Agreement must be in writing and signed by
all Parties or else they shall have no force and
effect.  Notwithstanding the foregoing, the Company may assign this
agreement to a Member Company, without the consent of the
Executive.

     

    ARTICLE
13

    ENUREMENT

     

    This
Agreement shall enure to the benefit of and be binding upon the Parties and
their respective successors and assigns, including without limitation, the
Executive’s heirs, executors, administrators and personal
representative.

     

    ARTICLE
14

    GOVERNING
LAW

     

    This
Agreement shall be construed in accordance with the laws of the Province of
Alberta and the laws of Canada applicable therein.

     

    ARTICLE
15

    NOTICES

     

    15.1        Notice
to Executive

     

    Any
notice required or permitted to be given to the Executive shall be deemed to
have been received if delivered personally to the Executive or sent by courier
to the Executive’s home address last known to the Company.

     

    15.2        Notice
to Company

     

    Any
notice required or permitted to be given to the Company shall be deemed to have
been received if delivered personally to, sent by courier, or sent by facsimile
to:

     

    Gran
Tierra Energy Inc.

    300,
611-10th Avenue S.W.

    Calgary,
Alberta, Canada, T2R 0B2

    Fax:  (403)
265-3242

    Attn:  Chief
Executive Officer

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
16

    WITHHOLDING

     

    All
payments made by the Company to the Executive or for the benefit of the
Executive shall be less applicable withholdings and deductions.

     

    ARTICLE
17

    INDEPENDENT
LEGAL ADVICE

     

    The
Executive acknowledges that the Executive has been advised to obtain independent
legal advice with respect to entering into this Agreement, that he has obtained
such independent legal advice or has expressly deemed not to seek such advice,
and that the Executive is entering into this Agreement with full knowledge of
the contents hereof, of the Executive’s own free will and with full capacity and
authority to do so.

     

    ARTICLE
18

    REPLACEMENT
OF PRIOR AGREEMENT

     

    The
Parties acknowledge that the Prior Agreement is hereby replaced in its entirety
by this Agreement.  Pursuant to Article 12 of the Prior Agreement,
this Agreement shall be effective, and the Prior Agreement shall be terminated,
upon the execution of this Agreement by the Parties.  Upon such
execution, all provisions of the Prior Agreement are hereby superseded in their
entirety and replaced herein and shall have no further force or
effect.

     

    (remainder
of page intentionally left blank)

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

     

    IN WITNESS OF WHICH the
Parties have duly executed this Agreement as of the date set forth below, with
an effective date as of November 4, 2008.

     

    
      
        
          
            
              
                
                  	
                          GRAN
      TIERRA ENERGY INC.,   an Alberta

                          corporation

                        
	 
      	 
      
	
                          By:

                        	
                          /s/
      Dana Coffield

                        
	 
      	
                          Name:
      Dana Coffield

                        
	 
      	
                          Title:
      President

                        
	 
      	 
      
	
                          Date: 
         November 4
      2008              
       

                        
	 
      	 
      
	
                          GRAN
      TIERRA ENERGY INC.,   a Nevada

                          corporation

                        
	 
      	 
      
	
                          By:

                        	
                          /s/
      Dana Coffield

                        
	 
      	
                          Name:
      Dana Coffield

                        
	 
      	
                          Title:
      President

                        
	 
      	 
      
	
                          
                            Date: 
         November 4
      2008              
       

                          

                        


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          SIGNED,
      SEALED & DELIVERED

                        	 
      	 
      
	
                          In
      the presence of:

                        	 
      	 
      
	 
      	 
      	 
      
	
                          /s/ Rob Laird

                        	 
      	
                          /s/
      Max Hsu Wei

                        
	
                          Witness

                        	 
      	
                          Max
      Hsu Wei

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Date:    November 4,
      2008              
       

                        


                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“A”

     

    Duties and Responsibilities
for Vice President, Operations

     

    
      	
              ·

            	
              Vice-President,
      Operations shall report directly to the
  President.

            


    

     

    
      	
              ·

            	
              Develop
      and maintain appropriate technical processes and practices (including
      geology, geophysics, engineering and related disciplines) in order to
      manage and optimize oil and gas exploration and development activities of
      the Company; ensure appropriate resources and expertise are put to the
      task; supervise operations of field/overseas offices; oversee
      communications with joint venture partners and/or national oil companies;
      provide leadership for all technical activities of the Company;
      continually encourage best practices, high performance and value
      creation.