Exhibit 10.27


 


FOURTH AMENDMENT TO

EMPLOYMENT AGREEMENT


 


This
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FOURTH AMENDMENT”) is executed December 29,
2008, but effective as of January 1, 2005, by and between GeoPetro
Resources Company, a California corporation (“Company”) and J. Chris
Steinhauser (“Employee”).


 


RECITALS


 


A.                                   Company and
Employee are parties to that certain Employment Agreement dated June 19,
2000 (the “Original Agreement”), First Amendment to Employment Agreement dated December 12,
2002, Second Amendment to Employment Agreement dated January 1, 2005, and
Third Amendment to Employment Agreement, dated December 18, 2007.  The Original Agreement, as amended through
and including the Third 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 Employee hereby agree as follows:


 


1.                                       Amendment of
Agreement.


 


(a)                                  Section 3.2 of the
Agreement is amended to read in its entirety as follows:


 


Death. The Employment Term shall terminate upon Employee’s
death.  In such event, the Company shall
pay to Employee’s executors, legal representatives, or administrators, as
applicable, an amount equal to the installment of Employee’s Base Salary
through the date of Employee’s death, payable within thirty (30) days of
death.  In addition, Employee’s estate
shall be entitled to:  (i) any other
amounts earned, accrued or owing but not yet paid under Section 1.8 above,
payable within thirty (30) days of death; and (ii) the continued right to
exercise any vested stock warrant granted to Employee hereunder for the
remaining term of the warrant; however, all unvested warrants as of the date of
death shall be terminated and canceled.


 


(b)                                 Section 3.3
of the Agreement is amended to read in its entirety as follows:


 


Cause.  The Company may terminate the Employment Term
at any time for “cause.”  Upon such
termination, all payments to the Employee required by this Agreement shall
immediately cease, except for unpaid Base Salary to the extent already accrued
and benefits accrued, earned, or owing but not yet paid under Section 1.8
above.  For purposes of this Agreement,
the term “cause” shall be:  (a) any
felonious conduct by Employee; (b) fraud, dishonesty or similar conduct by
Employee in connection with the Company; (c) any embezzlement or
misappropriation of funds or property of the Company by Employee; (d) a
material breach by Employee of the terms of his employment (which for purposes
of this Agreement shall include, without limitation, Executive’s engaging in
any transaction that represents, directly or indirectly, self-dealing with the
Company or any of its affiliates that has not been approved by the President,
as well as 


 

















 


Employee’s failure to
perform assigned duties as required under this Agreement), if in any such case
such material breach remains uncured after 30 days (or the minimum number of
days required to cure such breach if greater than 30) have elapsed following
the date that the Company gave Executive written notice of that breach.  In the event that Employee is able to cure,
this Agreement shall continue in full force and effect.  In the event of for “cause” termination all
warrants issued by the Company to Employee which are unvested as of the date of
termination shall be terminated and canceled; provided, however, Employee shall
retain all warrants which are vested as of such date.  Upon Employee’s termination “for cause,”
Employee shall only be entitled to receive, within thirty (30) days of such
termination:  (i) his Base Salary
through the date the termination occurs; and (ii) any benefits earned,
accrued or owing but not yet paid under Section 1.8 above, but Employee
shall not be entitled to any portion of an Annual Bonus for the year of
termination.


 


(c)                                  Section 3.4
of the Agreement is amended to read in its entirety as follows:


 


Severance.  The Company shall have the right to terminate
Employee “without cause” upon the payment of the “Severance Benefits.”  Severance Benefits shall mean, for purposes
of this Agreement, the payment of the following:


 


(a)                                  cash payments
equal to the lesser of (i) three months Base Salary or (ii) Base
Salary through the remainder of the Employment Term, payable at such times as
the Company’s customary payroll policy;


 


(b)                                 in the event of
termination “without cause,” Employee may retain all warrants issued pursuant
to this Agreement, whether or not vested as of such date.


 


No
payment shall be made under this Section 3.4 unless such termination
results in Employee’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 Employee and the
Company 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.


 


(d)                                 Section 14 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 the Company determines that this Agreement
may or does not comply with Section 409A of the Code, the Company 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 


 


2

















 


Company
determines are necessary or appropriate to (i) exempt 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 the Company or Employee.  Any reimbursements from the
Company to Employee 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.                                       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 Fourth Amendment, this Fourth Amendment shall govern.  Except to the extent that the provisions of
the Agreement prior to the date hereof are so superseded, they shall remain if
full force and effect.


 


3.                                       Counterparts.  This Fourth 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, the Company and Employee have executed this 

Fourth Amendment as of the date first above written.


 


	
  GEOPETRO
  RESOURCES COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Stuart J. Doshi

  	
   

  	
  /s/
  J. Chris Steinhauser

  
	
  By:
  Stuart J. Doshi

  Title: President and CEO

  	
   

  	
  J.
  Chris Steinhauser

  



 


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