Exhibit 10.25


 


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 David V. Creel (“Employee”).


 


RECITALS


 


A.            Company and Employee are parties to
that certain Employment Agreement dated April 28, 1998 (the “Original
Agreement”), to that certain First Amendment to Employment Agreement dated June 15,
2000, to that certain Second Amendment to Employment Agreement dated May 12,
2003, and to that Third Amendment to Employment Agreement, dated January 1,
2005.  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)                                  The following
sentence is added to the end of Section 9(d) of the Agreement:


 


No
payment shall be made under this Section 9(d) unless such Involuntary
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.


 


(b)                                 The following sentence is
added to the end of Section 9(g) of the Agreement:


 


No
payment shall be made under this Section 9(g) unless such Involuntary
Termination results in Employee’s “Separation from Service” with the Company as
defined in Section 9(d) above.


 

















 


(c)                                  The following paragraph is
added to the end of Section 9 of the Agreement:


 


Payments
made in respect of Employee’s pro rata Basic Salary through the date of
termination under either Section 9(c), Section 9(e), or Section 9(f) shall
be payable within thirty (30) days of such termination.


 


(d)                                 Section 15 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 Employee’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 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 


 


2

















 


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, Company and Employee have executed this Fourth Amendment as of
the date first above written.


 


 


	
  GEOPETRO
  RESOURCES COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Stuart J. Doshi

  	
   

  	
  /s/
  David V. Creel

  
	
  By:
  Stuart J. Doshi

  	
   

  	
  David
  V. Creel 

  
	
  Title:
  President and CEO

  	
   

  	
   

  



 


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