Exhibit 10.23


 


SEVENTH AMENDMENT TO


EMPLOYMENT AGREEMENT


 


This
SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “SEVENTH AMENDMENT”) is
executed December 29, 2008, but effective as of January 1, 2005, by
and between GeoPetro Resources Company, a California Corporation (“Company”)
and Stuart J.  Doshi (“Executive”).


 


RECITALS


 


A.            Company and Executive are parties to
the Employment Agreement, dated June 28, 1997 (the “Original Agreement”),
as amended by the Amendment to Employment Agreement, dated January 11, 2001,
the Second Amendment to Employment Agreement, dated July 1, 2003, the
Third Amendment to Employment Agreement, dated April 20, 2004, the
Restated Fourth Amendment to Employment Agreement, dated May 9, 2005 (the “Fourth
Amendment”), the Fifth Amendment to Employment Agreement, dated July 28,
2005 (the “Fifth Amendment”), and the Sixth Amendment to Employment Agreement,
dated January 30, 2006.  The
Original Agreement, as amended through and including the Sixth Amendment, is
referred to herein as the “Agreement.”


 


B.            The parties hereto now wish to amend
the Agreement as set forth below.


 


NOW
THEREFORE, Company and Executive hereby agree as follows:


 


1.  Amendment of Agreement.


 


(a)                                  Section 6 of the
Agreement is deleted.


 


(b)                                 The following sentence is
added to the end of Section 10:


 


                                                Any such bonus
shall be paid within two and a half months of the end of the calendar year in
which such bonus is awarded.


 


(c)                                  The following sentence is
added to the end of the first paragraph of Section 13(e):


 


No
payment shall be made under this Section 13(e) unless such
Involuntary Termination results in Executive’s “Separation from Service” with
the Company 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 Executive and the Company reasonably anticipated that no further services
would be performed by Executive after such resignation or termination or that
the level of bona fide services Executive 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.


 


(d)                                 The following paragraph is
added to the end of Section 13 of the Agreement:


 


All
payments under this Section 13 shall be made within thirty (30) days of
such termination.


 


(e)                                  Section 20 is added to
the Agreement to read in its entirety as follows:


 


Section 409A of the Code.  This Agreement is intended to comply with Section 409A
of the Code 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 Company determines that this Agreement may
or does not comply with Section 409A of the Code, Company may adopt such
amendments to this Agreement (without Executive’s consent) or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that Company determines are
necessary or appropriate to (i) exempt this Agreement from the application
of Section 409A of the Code, (ii) preserve the intended tax treatment
of the benefits provided hereunder, or (iii) comply with the requirements
of Section 409A of the Code; provided further, notwithstanding anything
contained herein to the contrary, any provision hereof which is inconsistent
with the applicable requirements of Section 409A of the Code or any
provision not set forth which should be included herein in order to comply with
the applicable requirements of Section 409A of the Code shall be deemed
revised or included herein, as the case may be, in a manner consistent
therewith automatically, without any action of Company or Executive.  Any reimbursements from the
Company to Executive shall be subject to the following rules: (i) The amount eligible for reimbursement in one
calendar year shall not affect the amount eligible for reimbursement in any
other calendar year; provided, however, that, in the case of an arrangement for
the reimbursement of medical expenses referred to in Section 105(b) of
the Code, such arrangement may provide for a limit on the amount of expenses
that may be reimbursed over some or all of the period in which such
reimbursement arrangement remains in effect; (ii) Such reimbursement
shall be made on or before the last day of the calendar year subsequent to the
calendar year in which the corresponding expense was incurred; and (iii) In no event shall any right to reimbursement be
subject to liquidation or exchange for another benefit.


 


2

















 


2.             Integration.  To the extent of any inconsistencies between
the terms and conditions of the Agreement as amended prior to the date hereof
and those of this Seventh Amendment, this Seventh Amendment shall govern.  Except to the extent that the provisions of
the Agreement prior to the date hereof are so superseded, they shall remain in
full force and effect.


 


3.             Counterparts.  This Seventh Amendment may be executed in one
or more counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.


 


IN
WITNESS WHEREOF, Company and Executive have executed this Second Amendment as
of the date first above written.


 


	
  GEOPETRO
  RESOURCES COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  J. Chris Steinhauser

  	
   

  	
  /s/
  Stuart J. Doshi

  
	
  By:
  J. Chris Steinhauser

  	
   

  	
  Stuart
  Doshi

  
	
  Title:
  Chief Financial Officer

  	
   

  	
   

  



 


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