Unassociated Document


    
 

    
       Exhibit
10.58

       

      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

       

      DANA QUENTIN COFFIELD, 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 President and Chief Executive Officer 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, as amended (the “Prior
      Agreement”).

              


      

       

      
        	
                D.

              	
                The
      Parties wish to set forth their entire understanding and agreement with
      respect to the subject matter hereof 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 President
and Chief Executive Officer.  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 Board.  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
business class tickets for domestic or international flights with a duration of
more than 1 hour.  The Executive will be entitled to choose suitable
accommodations when travelling on Company business.

       

      ARTICLE
2

      TERM
OF EMPLOYMENT

       

      Executive’s
employment with the Company is for no specified duration and constitutes at-will
employment.  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.

       

      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.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      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

      


      (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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      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:

      


      
        	
                 
      

              	
                (a)

              	
                an
      adverse change in the Executive’s position, titles, duties (including any
      position or duties as a director of the Company) 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;

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (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.

      


      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.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      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 Executives 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, administrators 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.

              


      

       

      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 the
Company and such provisions shall continue in full force and effect in
accordance with such Indemnification Agreement and the provisions of this
Agreement for the benefit of the Executive.

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      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 trust
and 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 the Executive and of the Company 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, data, 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 that 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 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
representatives.

       

      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
Financial Officer

       

      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.

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      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)

       


      
        
           


        

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

      


       

      
        	
                GRAN
      TIERRA ENERGY INC.

                 

                 

                By:      /s/ Martin H.
      Eden                                    
      

                Name:
      Martin H. Eden

                Title:
      CFO

                 

                 

                Date:
      November   ,
      2008                                       
      

                 

              	
                GRAN
      TIERRA ENERGY INC.

                 

                 

                By:      /s/ Martin H.
      Eden                                    
      

                Name:
      Martin H. Eden

                Title:
      CFO

                 

                 

                Date:
      November   ,
      2008                                       
      

                 

              
	
                SIGNED,
      SEALED DELIVERED

                In
      the presence of:

                 

                 

                /s/
      Sonya
      Messner                                              
      

                                              Witness

              	
                 

                 

                 

                 

                /s/
      Dana
      Coffield                                                   
      

                                   
      Dana Quentin Coffield

                 

                Date:
      November 4,
      2008                                       
      

              


      


      
        
           


        

        
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      SCHEDULE
“A”

       

      Duties and Responsibilities
for President

       

      
        	
                ·

              	
                President
      shall report directly to the Board of
Directors.

              


      

       

      
        	
                ·

              	
                Strategic
      leadership – formulate and recommend strategies to the Board to maximize
      shareholder value and long-term success of the Company; implement capital
      and operating plans; identify principal risks to the Company’s business
      and take appropriate steps to manage these risks; keep the Board fully
      informed on all significant operational, financial and other matters
      relevant to the Company.

              


      

       

      
        	
                ·

              	
                Technical
      Leadership – ensure a rigorous and disciplined approach to technical work
      of the Company with regard to geology geophysics and related disciplines;
      encourage technical innovation, imagination and
  pragmatism.

              


      

       

      
        	
                ·

              	
                Financial
      Leadership – develop annual capital commitment and expenditure budgets for
      approval by the Board; develop annual operating forecasts; authorize the
      commitment of funds sanctioned by the Board; authorize the commitment of
      contracts, transactions and arrangements in the ordinary course of
      business; take reasonable steps to ensure the Company’s assets are
      adequately safeguarded.

              


      

       

      
        	
                ·

              	
                Administrative
      Leadership – develop and maintain a sound and effective organizational
      structure; ensure all members of the organization have clear
      responsibilities.

              


      

       

      
        	
                ·

              	
                Public
      Leadership – maintain effective communications and appropriate
      relationships with shareholders and other stakeholders; manage
      interactions between the Company and the public and act as the principal
      spokesperson for the Company.

              


      

       

      
        	
                ·

              	
                Compliance
      Leadership – establish effective control and coordination mechanisms for
      all operations arid activities of the Company; take reasonable steps to
      ensure the safe, efficient operation of the Company and its
      employees/workers ; ensure all operations and activities are in compliance
      with laws, regulations and the Company’s code of business conduct and
      ethics and other policies and practices approved by the Board; foster a
      high performance corporate culture that promotes ethical practices and
      encourages individual and corporate integrity and
      responsibility.