##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal Year Ended December 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number: 001-32369
 GASCO ENERGY, INC.
  NEVADA
(State or other jurisdiction of 
incorporation or organization)
    
    98-0204105
(I.R.S. Employer
Identification No.)
 8 Inverness Drive East, Suite 100, Englewood, CO
    
    80112(Address of principal executive offices)
    
    (Zip Code)
 (303) 483-0044
  Title of each classCOMMON STOCK, $0.0001 PAR VALUE
    
    Name of each exchange on which registeredNYSE AMEX LLC
   o þ
  o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE
    2




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##### 



Table of Contents
 PagePart IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    9Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    31Item 13. Certain Relationships and Related Transactions, and
Director Independence
    
    
    33Item 14. Principal Accounting Fees and Services
    
    
    35Part IVItem 15. Exhibits, Financial Statement Schedules
    
    
    35EX-31.1EX-31.2EX-32.1EX-32.2
  3




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##### Table of Contents



PART III
 
 ITEM 10
    
     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 Directors
 Age asofName
    
    Positions with Gasco
    
    3/31/10Marc A. Bruner
    
    Director of Gasco since 2001; Chairman of the Board
    
    
    60Richard J. Burgess
    
    Director of Gasco since 2003
    
    
    78Charles B. Crowell
    
    Director of Gasco since 2002; Chief Executive Officer
    
    
    66Richard S. Langdon
    
    Director of Gasco since 2003
    
    
    59Carmen J. (Tony) Lotito
    
    Director of Gasco since 2001
    
    
    66John A. Schmit
    
    Director of Gasco since 2003
    
    
    42
  Marc A. Bruner.
 Richard J. Burgess.
 4




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Charles B. Crowell
 Richard S. Langdon.
 5




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Carmen J. (Tony) Lotito.
 John A. Schmit.
 6




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Executive Officers
  Age asofName
    
    Position with Gasco
    
    4/27/10Charles B. Crowell*
    
    Chief executive officer
    
    66W. King Grant
    
    President and chief financial officer
    
    46Michael K. Decker
    
    Executive vice president and chief operating officer
    
    55Peggy A. Herald
    
    Vice president and chief accounting officer
    
    52
 
 *
    
    For a description of the business background and other information concerning Mr. Crowell,
see Directors above. W. King Grant.
 Michael K. Decker.
 Peggy A. Herald.
 7




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##### Table of Contents



Section 16 (a) Beneficial Ownership Reporting Compliance
   Business and Financial Code of Conduct
  The Audit Committee
 www.gascoenergy.com
 
    
    selecting the independent auditors for recommendation to the Board;
    
    selecting the securities legal counsel for recommendation to the Board;
    
    reviewing the scope of the proposed audit for the current year, including the audit
procedures to be utilized and at the conclusion thereof, reviewing such audit, including
any comments or recommendations of the independent auditors;
 8




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
    
    approving all of the fees associated with our audit and tax engagements in advance of
services performed;
    
    reviewing the adequacy and effectiveness of the accounting and financial controls of
Gasco;
    
    reviewing the internal audit function, including the independence and authority of
its reporting obligations;
    
    reviewing the financial statements contained in the annual and quarterly reports to
shareholders;
    
    reviewing the accounting and financial human resources and succession planning within
Gasco, and
    
    investigating any matter brought to its attention within the scope of its duties.
  
 ITEM 11
    
     EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview of Our Executive Compensation Program
  
    
    Mark A. Erickson  President and Chief Executive Officer (resigned January 27, 2010);
    
    W. King Grant  Executive Vice President and Chief Financial Officer (promoted to
President January 27, 2010);
    
    Michael K. Decker  Executive Vice President and Chief Operations Officer;
    
    Peggy A. Herald  Vice President and Chief Accounting Officer; and
    
    Charles H. Wilson  Manager, Engineering and Operations
  9




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Objectives of Our Executive Compensation Program
  
    
    motivate and retain our current executive officers;
    
    attract new executives with the requisite skill sets to implement our business
strategy as needed; and
    
    align executive compensation with the attainment of strategic business objectives
that increase shareholder returns.
 Setting Executive Compensation
 Role of the Compensation Committee, its Consultant and Management
   Use of Benchmarking and Peer Company Comparisons
   10




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11




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Compensation Components
  Base Salary
     Fiscal Year 2007
    
    Fiscal Year 2008
    
    Fiscal Year 2009
    
    Percentage Increase
    
    Percentage DecreaseOfficer
    
    Salary
    
    Salary
    
    Salary
    
    From 2007 to 2008
    
    From 2008 to 2009Mark A. Erickson
    
    $
    275,000
    
    
    $
    291,500
    
    
    $
    242,917
    
    
    
    6.0
    %
    
    
    (16.7
    )%W. King Grant
    
    
    275,000
    
    
    
    291,500
    
    
    
    267,208
    
    
    
    6.0
    %
    
    
    (8.3
    )%Michael K. Decker
    
    
    275,000
    
    
    
    291,500
    
    
    
    242,917
    
    
    
    6.0
    %
    
    
    (16.7
    )%Charles H. Wilson
    
    
    208,000
    
    
    
    226,000
    
    
    
    188,333
    
    
    
    8.6
    %
    
    
    (16.7
    )%Peggy A. Herald
    
    
    147,000
    
    
    
    156,000
    
    
    
    143,000
    
    
    
    6.1
    %
    
    
    (8.3
    )%
  12




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Annual Cash Bonus Awards
 Guaranteed Bonuses.
 Annual Incentive Compensation.
  Long-Term Equity Based Incentives
  13




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Other Benefits
  
    
    401(k)Profit Sharing Plan. We have a defined contribution profit sharing/401(k)
plan, which is designed to assist our eligible officers and employees in providing for
their retirement. We match the contributions of our employees to the plan, in cash,
at the rate of up to 5% of an employees wages or salary. Our matching contribution
vests immediately upon receipt.
    
    Health and Welfare Benefits. Our executive officers are eligible to participate in
medical, dental, vision, disability insurance, life insurance and flexible healthcare
and dependant care spending accounts to meet their health and welfare needs. These
benefits are provided so as to assure that we are able to maintain a competitive
position in terms of attracting and retaining officers and other employees. This is a
fixed component of compensation and the benefits are provided on a non-discriminatory
basis to all employees.
    
    Perquisites and Other Personal Benefits. We believe that the total mix of
compensation and benefits provided to our executive officers is competitive and for
that reason, we provide only limited other personal benefits. In fiscal 2009, such
benefits included the employer contribution to the 401(k) plan of each Named Executive
Officer and the payroll taxes paid on behalf of each individual related to the vesting
of restricted stock. See footnote 4 to the Summary Compensation Table below.
 Employment Agreements, Severance Benefits and Change in Control Provisions
   14




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Other Matters
 Stock Ownership Guidelines and Hedging Prohibition
  Tax Treatment of Executive Compensation Decisions
  Accounting Treatment of Executive Compensation Decisions
  EXECUTIVE COMPENSATION
 Summary Compensation
  15




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Summary Compensation Table
 Name & Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    All OtherPosition
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Total($)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)Mark A. Erickson (1)
    
    
    2009
    
    
    
    242,917
    
    
    
    
    
    
    
    
    
    
    
    65,245
    
    
    
    12,272
    
    
    
    320,434President
    
    
    2008
    
    
    
    291,500
    
    
    
    230,203
    
    
    
    
    
    
    
    218,375
    
    
    
    11,514
    
    
    
    751,592Chief Executive
Officer
    
    
    2007
    
    
    
    275,000
    
    
    
    149,146
    
    
    
    
    
    
    
    
    
    
    
    9,073
    
    
    
    433,219W. King Grant (1)
    
    
    2009
    
    
    
    267,208
    
    
    
    125,000
    
    
    
    
    
    
    
    65,245
    
    
    
    12,272
    
    
    
    469,725Executive Vice
President and
    
    
    2008
    
    
    
    291,500
    
    
    
    131,545
    
    
    
    
    
    
    
    283,875
    
    
    
    11,514
    
    
    
    718,434Chief Financial
Officer
    
    
    2007
    
    
    
    275,000
    
    
    
    110,941
    
    
    
    
    
    
    
    
    
    
    
    9,073
    
    
    
    395,014Michael K. Decker
    
    
    2009
    
    
    
    242,917
    
    
    
    121,940
    
    
    
    
    
    
    
    65,245
    
    
    
    12,272
    
    
    
    442,374Executive Vice
President and
    
    
    2008
    
    
    
    291,500
    
    
    
    197,317
    
    
    
    
    
    
    
    283,875
    
    
    
    11,514
    
    
    
    784,206Chief Operations
Officer
    
    
    2007
    
    
    
    275,000
    
    
    
    136,411
    
    
    
    
    
    
    
    
    
    
    
    9,073
    
    
    
    420,484Peggy A. Herald
    
    
    2009
    
    
    
    143,000
    
    
    
    
    
    
    
    
    
    
    
    32,622
    
    
    
    7,262
    
    
    
    182,884Vice President and
    
    
    2008
    
    
    
    156,000
    
    
    
    35,000
    
    
    
    5,979
    
    
    
    88,300
    
    
    
    9,514
    
    
    
    288,814Chief Accounting
Officer
    
    
    2007
    
    
    
    147,000
    
    
    
    42,500
    
    
    
    19,000
    
    
    
    103,468
    
    
    
    7,580
    
    
    
    319,548Charles H. Wilson
    
    
    2009
    
    
    
    188,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,133
    
    
    
    191,466Manager of Operations
    
    
    2008
    
    
    
    226,000
    
    
    
    50,000
    
    
    
    82,209
    
    
    
    76,350
    
    
    
    11,514
    
    
    
    446,0732007
    
    
    
    208,000
    
    
    
    105,000
    
    
    
    19,000
    
    
    
    103,468
    
    
    
    58
    
    
    
    435,526
 
 (1)
    
    Effective January 27, 2010, Mark Erickson resigned from Gasco and King Grant was promoted to
President.(2)
    
    The bonus awards during the year ended December 31, 2009 for Messrs. Grant and Decker
represent guaranteed bonuses per their individual employment agreements. Mr. Grants total
bonus also includes an incentive bonus of $43,707.(3)
    
    Restricted stock awards and stock option awards vest at varying schedules within two to five
years of the grant date. The value of the restricted stock and stock option awards represents
the grant date fair value that was computed in accordance with ASC 718. A discussion of the
valuation assumptions used for purposes of the ASC 718 calculation is included under Note 6 of
the Notes to Consolidated Financial Statements included in our Original 10-K filing.(4)
    
    Amount represents the employer contribution to the 401(k) plan of each Named Executive
Officer. Additionally, the 2009, 2008 and 2007 amounts include payroll taxes of $22, $14 and
$73 for Mr. Erickson; $22, $14 and $73 for Mr. Grant; $22, $14 and $73 for Mr. Decker; $112,
$14 and $73 for Ms. Herald and $$97, $14 and $58 for Mr. Wilson, respectively. 16




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Grants of Plan Based Awards
  GRANTS OF PLAN BASED AWARDSAll Other Stock
    
    
    All Other OptionAwards: Number of
    
    
    Awards: Number of
    
    
    Exercise or Base
    
    
    Grant Date FairShares of Stock or
    
    
    Securities
    
    
    Price of Option
    
    
    Value of Stock andName
    
    Grant Date
    
    
    Units
    
    
    Underlying Options
    
    
    Awards
    
    
    Option Awards(#)
    
    
    (#)
    
    
    ($/Sh)(1)
    
    
    ($)(2)Mark A. Erickson
    
    
    9/17/09
    
    
    
    
    
    
    
    200,000
    
    
    
    0.52
    
    
    
    65,245W. King Grant
    
    
    9/17/09
    
    
    
    
    
    
    
    200,000
    
    
    
    0.52
    
    
    
    65,245Michael K. Decker
    
    
    9/17/09
    
    
    
    
    
    
    
    200,000
    
    
    
    0.52
    
    
    
    65,245Peggy A. Herald
    
    
    9/17/09
    
    
    
    
    
    
    
    100,000
    
    
    
    0.52
    
    
    
    32,622Charles H. Wilson (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The exercise price was equal to or below the closing market price per share on the
grant date.(2)
    
    The stock options were valued using the ASC 718 value of the option on the grant
date. Under ASC 718, the grant date fair value of each stock option award is calculated
on the date of grant using the Black-Scholes option valuation model. The Black-Scholes
model was used with the following assumptions: volatility rates of between 75% and 80%;
risk-free interest rates of between 2.2% and 2.8% based on a U.S. Treasury rate of five to
six years; and a five to six-year option life. The options vest 16 2/3% each four months
within two years.(3)
    
    Mr. Wilson was not granted any award during the fiscal year ended December 31, 2009. 17




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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
  Employment Agreements
 Mark A. Erickson.
 W. King Grant III.
 18




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Michael K. Decker.
 19




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Components of Total Compensation
  Fixed
    
    Short-Term Variable
    
    Long-Term VariableNamed Executive Officer
    
    (Base Salary)
    
    (Annual Incentives)
    
    (Equity-Based Incentives)(1)
    
    (2)
    
    (3)Mark A. Erickson
    
    76%
    
    4%
    
    20%W. King Grant
    
    57%
    
    29%
    
    14%Michael K. Decker
    
    55%
    
    30%
    
    15%Peggy A. Herald
    
    78%
    
    4%
    
    18%Charles H. Wilson
    
    98%
    
    2%
    
    
 
 (1)
    
    Represents the salary column in the above Summary Compensation Table.(2)
    
    Represents the bonus and all other compensation columns in the above Summary
Compensation Table.(3)
    
    Represents the stock and option award columns in the above Summary Compensation
Table. Outstanding Equity Awards at Fiscal Year-End
  20




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Outstanding Equity Awards as of December 31, 2009Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares orUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units ofOptions
    
    
    Options
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock That(#)
    
    
    (#)
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested(1)
    
    
    ($)
    
    
    
    
    
    
    (#)(2)
    
    
    ($)Mark A. Erickson(3)
    
    
    1,000,000
    
    
    
    
    
    
    
    1.00
    
    
    
    1/2/11
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    2.00
    
    
    
    12/31/1199,999
    
    
    
    100,001
    
    
    
    1.80
    
    
    
    9/18/1331,250
    
    
    
    
    
    
    
    1.00
    
    
    
    12/15/13100,000
    
    
    
    
    
    
    
    1.92
    
    
    
    7/27/14
    
    
    
    200,000
    
    
    
    0.52
    
    
    
    9/17/14160,000
    
    
    
    
    
    
    
    3.39
    
    
    
    6/9/15W. King Grant
    
    
    137,000
    
    
    
    
    
    
    
    2.00
    
    
    
    12/31/11
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    1.00
    
    
    
    2/10/1399,999
    
    
    
    100,001
    
    
    
    1.80
    
    
    
    9/18/1331,250
    
    
    
    
    
    
    
    1.00
    
    
    
    12/15/13100,000
    
    
    
    
    
    
    
    1.92
    
    
    
    7/27/14
    
    
    
    200,000
    
    
    
    0.52
    
    
    
    9/17/14160,000
    
    
    
    
    
    
    
    3.39
    
    
    
    6/9/1541,665
    
    
    
    8,335
    
    
    
    1.99
    
    
    
    1/23/18Michael K. Decker
    
    
    57,000
    
    
    
    
    
    
    
    2.00
    
    
    
    12/31/11
    
    
    
    
    
    
    
    175,000
    
    
    
    
    
    
    
    1.00
    
    
    
    2/10/1399,999
    
    
    
    100,001
    
    
    
    1.80
    
    
    
    9/18/1331,250
    
    
    
    
    
    
    
    1.00
    
    
    
    12/15/1350,000
    
    
    
    
    
    
    
    1.92
    
    
    
    7/27/14
    
    
    
    200,000
    
    
    
    0.52
    
    
    
    9/17/1480,000
    
    
    
    
    
    
    
    3.39
    
    
    
    6/9/1537,499
    
    
    
    8,335
    
    
    
    1.99
    
    
    
    1/23/18Peggy A. Herald
    
    
    100,000
    
    
    
    
    
    
    
    1.73
    
    
    
    1/2/12
    
    
    
    6,000
    
    
    
    3,18050,000
    
    
    
    
    
    
    
    1.00
    
    
    
    2/10/1337,500
    
    
    
    37,500
    
    
    
    1.80
    
    
    
    9/18/1312,500
    
    
    
    
    
    
    
    1.00
    
    
    
    12/15/1314,000
    
    
    
    21,000
    
    
    
    0.50
    
    
    
    12/18/1340,000
    
    
    
    
    
    
    
    1.92
    
    
    
    7/27/14
    
    
    
    100,000
    
    
    
    0.52
    
    
    
    9/17/14125,000
    
    
    
    
    
    
    
    3.39
    
    
    
    6/9/1530,160
    
    
    
    45,240
    
    
    
    1.90
    
    
    
    9/26/17Charles H. Wilson
    
    
    43,332
    
    
    
    21,668
    
    
    
    1.80
    
    
    
    9/18/13
    
    
    
    46,000
    
    
    
    24,38010,000
    
    
    
    
    
    
    
    1.00
    
    
    
    12/12/1318,000
    
    
    
    12,000
    
    
    
    0.50
    
    
    
    12/18/13100,000
    
    
    
    120,000
    
    
    
    3.10
    
    
    
    10/16/1630,160
    
    
    
    45,240
    
    
    
    1.90
    
    
    
    9/26/17
 21




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(1)
    
    The unexercisable stock options with a strike price of $1.80 (259,170 shares) vest 16
2/3% at the end of each four-month period after the issuance date of September 18, 2008.
The unexercisable stock options with a strike price of $1.99 (16,670 shares) vest 16 2/3%
at the end of each four-month period after the issuance date of January 23, 2008. The
unexercisable stock options with a strike price of $1.90 (90,480 shares) vest 20% on each
anniversary date of September 26, 2007 for the following five years. The unexercisable
stock options with a strike price of $3.10 (120,000 shares) vest 20% at the end of each
year and 40% at the end of the final year during the four years after the issuance date of
October 16, 2006. The unexercisable stock options with a strike price of $0.50 (33,000
shares) vest 40% on the first anniversary and 60% on the second anniversary of the grant
date of December 18, 2008. The unexercisable stock options with a strike price of $0.52
(500,000 shares) vest 16 2/3% at the end of each four-month period after the issuance date
of September 17, 2009.(2)
    
    The unvested shares of restricted stock vest as follows: Ms. Heralds shares vest
2,000 shares on the anniversary of the grant date of September 26, 2007 for the next three
years; Mr. Wilsons shares vest 40,000 shares on October 16, 2010, and 2,000 shares on the
anniversary of the grant date of September 26, 2007 for the next three years.(3)
    
    Mr. Erickson resigned as President and Chief Executive Officer from Gasco effective
January 27, 2010. In connection with his resignation, all of his unvested stock options
vested immediately. Option Exercises and Stock Vested
  Stock AwardsNumber of Shares
    
    
    Value Realized onName
    
    Acquired on Vesting
    
    
    Vesting(#)
    
    
    ($)(1)Mark A. Erickson
    
    
    600
    
    
    
    294W. King Grant
    
    
    600
    
    
    
    294Michael K. Decker
    
    
    600
    
    
    
    294Peggy A. Herald
    
    
    2,600
    
    
    
    1,274Charles H. Wilson
    
    
    22,600
    
    
    
    12,847
 
 (1)
    
    The value of the restricted stock awards upon vesting was determined by multiplying the
number of shares of stock by the market price of the shares on the vesting date. 22




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Risk Assessment Related to our Compensation Structure
  
    
    Our compensation program design provides a balanced mix of cash and equity, annual and
longer-term incentives, and performance metrics.
    
    Compliance and ethical behaviors are integral factors considered in all performance
assessments.
    
    We set the proper ethical and moral expectations through our policies and procedures
and provide various mechanisms for reporting issues.
    
    We maintain an aggressive internal and external audit program, which enables us to
verify that our compensation policies and practices are aligned with expectations.
  Compensation Committee Report
  
    
    reviewed and discussed the information included in the Compensation Discussion and
Analysis above with management; and
    
    based on the review and discussions, recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in, as necessary and appropriate, Gasco
Energy, Inc.s proxy statement and Gasco Energy, Inc.s Annual Report on Form 10-K for the
fiscal year ended December 31, 2009.
 The Compensation Committee,
JOHN A. SCHMIT
RICHARD J. BURGESS
RICHARD S. LANGDON
CARMEN J. LOTITO 23




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##### Table of Contents



Director Compensation
   Non-Employee Director Compensation for the Year Ended December 31, 2009Fees Earnedor Paid inName
    
    Cash
    
    Option Awards
    
    Total($)
    
    ($) (1)(2)(3)
    
    ($)Marc Bruner (4)
    
    49,500
    
    40,778
    
    90,278Richard Burgess
    
    37,500
    
    40,778
    
    78,278Charles Crowell
    
    58,000
    
    57,089
    
    115,089Richard Langdon
    
    37,500
    
    40,778
    
    78,278Carmen Lotito
    
    46,000
    
    40,778
    
    78,278John Schmit
    
    49,500
    
    48,934
    
    98,434
 
 (1)
    
    The value of the stock option awards represents the stock option awards represents the grant
date fair value that was computed in accordance with ASC 718. A discussion of the valuation
assumptions used for purposes of the ASC 718 calculation is included under Note 6 of the Notes
to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year
ended December 31, 2009 filed on March 3, 2010.(2)
    
    The grant date fair value of each stock option awarded to our non-employee directors is $0.33
per share for the options granted on September 17, 2009.(3)
    
    There were no outstanding stock awards as of December 31, 2009. The following table shows
the aggregate number of stock option awards outstanding for each director as of December 31,
2009. 24




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##### Table of Contents



Aggregate Number of Stock OptionAwards Outstanding atName
    
    December 31, 2009Marc Bruner
    
    1,275,000Richard Burgess
    
    418,750Charles Crowell
    
    681,250Richard Langdon
    
    468,750Carmen Lotito
    
    537,500John Schmit
    
    343,750
 
 (4)
    
    See - Certain Relationships and Related Transactions above for a discussion of Mr.
Bruners consulting agreement. Compensation Committee Interlocks and Insider Participation
  Potential Payments Under Termination or Change in Control
    25




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26




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Recommended Change of Control Values ChartValue of consideration
    
    Messrs. DeckerLevel
    
    for each Common Share
    
    and Grant
    
    Mr. EricksonI
    
    $1.00  $1.49
    
    $
    250,000
    
    
    $
    500,000II
    
    $1.50  $.199
    
    $
    500,000
    
    
    $
    1,000,000III
    
    $2.00  $2.49
    
    $
    1,000,000
    
    
    $
    2,000,000IV
    
    $2.50  $2.99
    
    $
    1,250,000
    
    
    $
    2,500,000V
    
    $3.00  $3.49
    
    $
    1,500,000
    
    
    $
    3,000,000VI
    
    >$3.50
    
    $
    1,750,000
    
    
    $
    3,500,000
    27




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28




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Potential Payments Upon Termination or Change of Control
 Termination byGasco Without Cause
    
    
    
    
    
    
    
    
    
    
    Payment under the
    
    
    Corporateor by Service
    
    
    Change of Control
    
    
    Change of Control
    
    
    Settlement
    
    
    Transaction underNon-Renewal
    
    
    Provider for
    
    
    Recommended by
    
    
    Not Recommended by
    
    
    Agreement for a
    
    
    the Stock Optionby Gasco
    
    
    Approved Reasons
    
    
    Board of Directors
    
    
    Board of Directors
    
    
    Change in Control
    
    
    PlanName
    
    (1)
    
    
    (2)
    
    
    (3)
    
    
    (4)
    
    
    or Termination (5)
    
    
    (6)Mark A. Erickson (7)
    
    $
    500,000
    
    
    $
    502,000
    
    
    
    N/A
    
    
    $
    1,500,000
    
    
    $
    232,990
    
    
    
    N/AW. King Grant
    
    
    250,000
    
    
    
    252,000
    
    
    
    N/A
    
    
    
    750,000
    
    
    
    N/A
    
    
    
    N/AMichael K. Decker
    
    
    250,000
    
    
    
    252,000
    
    
    
    N/A
    
    
    
    750,000
    
    
    
    N/A
    
    
    
    N/APeggy A. Herald
    
    
    N/A
    
    
    
    1,630
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACharles H. Wilson
    
    
    N/A
    
    
    
    360
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 
 (1)
    
    The Agreements provide for the greater of either a fixed amount, or the amount as
determined by the Recommended Change of Control Values Chart for each Service Provider
in the event that the Agreements are not renewed by Gasco; the fixed amount in the
Agreements was the greater of the two numbers, thus this column reflects the fixed amount.
Effective January 1, 2009, the Agreements were amended to eliminate our obligation to make
certain cash payments to the Service Providers upon our decision not to extend the term of
the Agreement.(2)
    
    The Agreements provide for the greater of either a fixed amount, or the amount as
determined by the Recommended Change of Control Values Chart for each Service Provider
in the event that the Service Provider is terminated by Gasco without cause or by the
Service Provider for approved reasons; the fixed amount in the Agreements was the greater
of the two numbers, thus this column reflects the fixed amount. Pursuant to the
Agreements, the Service Providers are entitled to the accelerated vesting of 300,001 stock
options for Mr. Erickson; 308,336 stock options for Mr. Grant and 308,336 stock options
for Mr. Decker, but as of December 31, 2009, the closing price of our stock was $0.53, and
the exercise prices for each of our Service Providers stock options were between $0.52
and $1.99 per share. The additional value in the table above for the acceleration of
vesting for the stock options that are not underwater is $2,000 per individual.(3)
    
    Using the Recommended Change of Control Values Chart above, this column shows the
amounts each Service Provider would receive by using the average stock price during the 30
trading days prior to December 31, 2009 of $0.48 per share. Since this price is below the
lowest price in the Recommended Change of Control Values Chart, the Service Providers
would not receive such payments.(4)
    
    The Agreements provide for the greater of either a fixed amount, or the amount as
determined by the Recommended Change of Control Values Chart for each Service Provider
in the event that the change of control is not recommended by the Board of Directors; the
fixed amount in the Agreements was the greater of the two numbers, thus this column
reflects the fixed amount. 29




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(5)
    
    This value was determined based on the reserve value of the royalty interests as of
December 31, 2009, and the reserve report prepared for the valuation of these interests
used oil and gas prices of $44.46 per barrel of oil and $2.85 per thousand cubic feet of
natural gas. Certain payment triggers for the Settlement Agreement could potentially
overlap with the triggering event for each of the Non-Renewal by Gasco, Termination by
Gasco Without Cause or by Service Provider for Approved Reasons, Change of Control
Recommended by Board of Directors, and the Change of Control Not Recommended by Board of
Directors columns, where the Settlement Agreement amount would then be paid in addition
to the amounts listed and payable pursuant to the Agreements.(6)
    
    Ms. Herald and Mr. Wilson held 203,740 and 198,908 unexercisable stock options under
the Stock Option Plan as of December 31, 2009, respectively. Each stock options exercise
price was between $0.50 and $3.10 per share. As the closing stock price on December 31,
2009 was $0.53 per share, the additional value in the table above for the acceleration of
vesting for the stock options that were not underwater is $1,630 for Ms. Herald and $360
for Mr. Wilson.(7)
    
    Mr. Erickson resigned effective January 27, 2010, and due to the voluntary nature of
his resignation he did not receive the payments described in the table above. See Item 8
 Financial Statement and Supplementary Data, Note 15  Commitments of the Notes to
Consolidated Financial Statements included in the Original 10-K Filing. 30




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ITEM 12 
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  Number of SharesName & Address of
    
    Beneficially Owned
    
    
    Percent of Class5% or Greater HoldersAQR Capital Management, LLC(1)
Two Greenwich Plaza, 3rd Floor
Greenwich, CT 06830
    
    
    7,025,000
    
    
    
    6.1
    %Directors and Executive OfficersMarc Bruner (2) (3)
    
    
    4,203,088
    
    
    
    3.9
    %W. King Grant(2)
    
    
    1,302,037
    
    
    
    1.2
    %Michael K. Decker(2)
    
    
    795,176
    
    
    
    *Charles B. Crowell (2)
    
    
    726,009
    
    
    
    *Peggy A. Herald(2)
    
    
    487,667
    
    
    
    *Richard J. Burgess (2) (4)
    
    
    451,751
    
    
    
    *
 31




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##### Table of Contents



Number of SharesName & Address of
    
    Beneficially Owned
    
    
    Percent of ClassCarmen J. (Tony) Lotito(2)
    
    
    437,501
    
    
    
    *Richard S. Langdon (2)
    
    
    369,608
    
    
    
    *Charles H. Wilson (2)
    
    
    256,325
    
    
    
    *John A. Schmit (2)
    
    
    242,085
    
    
    
    *All Directors and Executive Officers as a Group (10
persons) (2) (3) (4)
    
    
    92,271,247
    
    
    
    8.2
    %
 
 (1)
    
    According to a Schedule 13G/A filed by AQR Capital Management, LLC on
February 5, 2010,AQR Capital Management, LLC exercises voting and dispositive power
over the securities comprised of 7,025,000 shares of common stock issuable upon the
conversion of $28,100,000 of 5.5% Convertible Notes.(2)
    
    The following number of shares of common stock issuable upon the exercise of
options that are exercisable within 60 days of April 20, 2010 are included in the
amounts shown: Mr. Bruner, 1,191,666 shares; Mr. Grant, 911,581 shares; Mr. Decker,
672,415 shares; Mr. Crowell, 547,917 shares; Ms. Herald, 467,492 shares; Mr. Burgess,
318,751 shares; Mr. Lotito, 437,501 shares; Mr. Langdon, 368,751 shares; Mr. Wilson,
256,325 shares; and Mr. Schmit, 227,085 shares.(3)
    
    The common stock held by Mr. Bruner includes 8,707 shares of common stock
that is held by Resource Venture Management, which is a company owned by Mr. Bruner.(4)
    
    The common stock held by Mr. Burgess includes 40,000 shares of common stock
held in a trust for Mr. Burgess wife of which he is the trustee. Equity Compensation Plans
  Number of securities to
    
    
    
    
    
    
    Number of securities remainingbe issued upon exercise
    
    
    Weighted average exercise price
    
    
    available for future issuanceof outstanding options,
    
    
    of outstanding options, warrants
    
    
    (excluding securities reflected inPlan Category
    
    warrants and rights
    
    
    and rights
    
    
    column)Equity compensation plans
approved by security holdersStock option plan
    
    
    9,495,672
    (2)
    
    $
    1.85
    
    
    
    1,275,918
    (1)Restricted stock plan
    
    
    140,500
    (3)
    
    
    N/A
    
    
    
    326,750Equity compensation plans
not approved by security holders
    
    
    2,601,000
    
    
    $
    1.70
    
    
    
    
    (4)Total
    
    
    12,237,172
    
    
    $
    1.82
    (5)
    
    
    1,602,668
 32




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##### Table of Contents



(1)
    
    As of December 31 of each year, the number of shares of common stock issuable under our stock
option plan automatically increases so that the number of shares of common stock issuable
under the plan will be equal to 10% of the total number of shares of common stock outstanding
on that date.(2)
    
    Shares issued under the stock option plan vest at varying schedule within one to five years
of the grant date, provided in each case the holder remains employed by us.(3)
    
    The restricted shares vest at varying schedules within three to five years from the date of
the award, provided the holder remains employed by us.(4)
    
    The equity compensation plan not approved by shareholders is comprised of individual common
stock option agreements issued to our directors, consultants and employees as summarized
below. The common stock options vest between zero and two years of the date of issue and
expire during the period from 2011 through 2013. The exercise prices of these options range
from $1.00 per share to $3.00 per share. Since these options were issued pursuant to
individual compensation arrangements, there are no options available under any plan for future
issuance. The material terms of these options are as follows: Options Issued to:
    
    Number of Options
    
    
    Exercise Price
    
    
    Vesting Dates
    
    
    Expiration DatesEmployees
    
    
    1,526,000
    
    
    $
    1.00  $3.00
    
    
    
    2001  2003
    
    
    
    2011  2013Consultants
    
    
    50,000
    
    
    $
    1.80
    
    
    
    2001
    
    
    
    2011Directors
    
    
    1,025,000
    
    
    $
    2.00
    
    
    
    2001
    
    
    
    2011Total Issued
    
    
    2,601,000
 
 (5)
    
    Weighted average exercise price of options to purchase a total of 12,096,672 shares of common
stock. 
 ITEM 13 
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
 www.gascoenergy.com
 Marc A. Bruner Strategic Consulting Agreement .
 33




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34




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Director Independence
  
 ITEM 14 
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
 AUDIT FEES SUMMARY
   For the Year EndedDecember 31,2009
    
    
    2008Audit Fees
    
    $
    350,000
    
    
    $
    323,899Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    403,720
    
    
    $
    398,919
  
 ITEM 15 
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a)
    
    1. Financial Statements  Gascos financial statements were previously filed.2. Financial Statement Schedules  none.3. Exhibits  See Index to Exhibits, below.
 35




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##### Table of Contents



INDEX TO EXHIBITS
 1.1
    
    Underwriting Agreement dated April 13, 2007, between Gasco Energy,
Inc. and JP Morgan Securities Inc. (incorporated herein by reference
to Exhibit 1.1 to the Companys Form 8-K dated April 9, 2007, filed
April 13, 2007, File No. 001-32369).3.1
    
    Amended and Restated Articles of Incorporation (incorporated herein by
reference to Exhibit 3.1 to the Companys Form 8-K dated December 31,
1999, filed on January 21, 2000, File No. 000-26321).3.2
    
    Certificate of Amendment to Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Companys Form 8-K/A dated
January 31, 2001, filed on February 16, 2001, File No. 000-26321).3.3
    
    Certificate of Amendment to Articles of Incorporation dated June 21,
2005 (incorporated herein by reference to Exhibit 3.3 to the Companys
Form 10-Q/A for the quarter ended June 30, 2005, filed on August 9,
2005, File No. 001-32369).3.4
    
    Second Amended and Restated Bylaws of Gasco Energy, Inc., dated April
8, 2009 (incorporated herein by reference to Exhibit 3.1 to the
Companys Form 8-K dated April 8, 2009, filed on April 8, 2009, File
No. 001-32369).3.5
    
    Certificate of Designation for Series B Convertible Preferred Stock
(incorporated herein by reference to Exhibit 3.5 to the Companys Form
S-1 Registration Statement dated April 16, 2003, filed April 17, 2003,
File No. 333-104592).4.1
    
    Indenture dated as of October 20, 2004, between Gasco Energy, Inc. and
Wells Fargo Bank, National Association, as Trustee (incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K filed on October 20, 2004, File No. 000-26321).4.2
    
    Form of Global Note representing $65 million principal amount of 5.5%
Convertible Senior Notes due 2011 (incorporated herein by reference to
Exhibit A to Exibit 4.1 to the Companys Current Report on Form 8-K
filed on October 20, 2004, File No. 000-26321).4.3
    
    Registration Rights Agreement dated October 20, 2004, among Gasco
Energy, Inc., J.P. Morgan Securities Inc. and First Albany Capital Inc
(incorporated herein by reference to Exhibit 4.10 to the Companys
Form 10-Q for the quarter ended September 30, 2004 filed on November
12, 2004, File No. 000-26321).4.4
    
    Pledge and Security Agreement dated March 29, 2006 by and among Gasco
Energy, Inc., Gasco Production Company, Riverbend Gas Gathering, LLC,
Myton Oilfield Rentals, LLC and JPMorgan Chase Bank, N.A.
(incorporated herein by reference to Exhibit 4.2 to the Companys Form
8-K dated March 29, 2006, filed March 31, 2006, File No. 001-32369).4.5
    
    Credit Agreement dated March 29, 2006 by and among Gasco Energy, Inc.,
Gasco Production Company, Riverbend Gas Gathering, LLC, Myton Oilfield
Rentals, LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities
Inc. (incorporated herein by reference to Exhibit 4.1 to the Companys
Form 8-K dated March 29, 2006, filed March 31, 2006, File No.
001-32369).4.6
    
    First Amendment to the Credit Agreement dated April 22, 2008 by and
among Gasco Energy, Inc., Gasco Production Company, Riverbend Gas
Gathering, LLC, Myton Oilfield Rentals, LLC, JPMorgan Chase Bank, N.A.
and J.P. Morgan Securities Inc. (incorporated herein by reference to
Exhibit 4.13 to the Companys Form 10-Q dated March 31, 2008, filed
May 6, 2008, File No. 001-32369).
 36




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##### Table of Contents



4.7
    
    Second Amendment to the Credit Agreement, dated as of December 10,
2008, by and among by and among Gasco Energy, Inc., as Borrower,
certain subsidiaries of Gasco Energy, Inc., as Guarantors, the
Lenders party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated herein by reference to Exhibit
10.1 to the Companys Form 8-K dated December 12, 2008, filed on
December 12, 2008, File No. 001-32369).4.8
    
    Third Amendment to the Credit Agreement, dated as of May 14, 2009,
by and among Gasco Energy, Inc., as Borrower, certain subsidiaries
of Gasco Energy, Inc., as Guarantors, the Lenders party hereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated
herein by reference to Exhibit 10.1 to the Companys Form 8-K dated
May 15, 2009, File No. 001-32369).4.9
    
    Fourth Amendment to the Credit Agreement, dated as of July 6, 2009,
by and among Gasco Energy, Inc., as Borrower, certain subsidiaries
of Gasco Energy, Inc., as Guarantors, the Lenders party thereto,
and JPMorgan Chase Bank, N.A., as Administrative Agent
(incorporated herein by reference to the Companys Form 8-K dated
July 7, 2009, File No. 001-32369).4.10
    
    Fifth Amendment to the Credit Agreement, dated as of August 28,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated August 31, 2009, File No. 001-32369).4.11
    
    Sixth Amendment to the Credit Agreement, dated as of September 30,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated October 1, 2009, File No. 001-32369).4.12
    
    Seventh Amendment to the Credit Agreement, dated as of October 30,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 10-Q
dated September 30, 2009, File No. 001-32369).4.13
    
    Eighth Amendment to the Credit Agreement, dated as of December 1,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated December 1, 2009, File No. 001-32369).4.14
    
    Ninth Amendment to the Credit Agreement, dated as of February 1,
2010, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated February 1, 2010, File No. 001-32369).4.15
    
    Voting Agreement dated September 20, 2006 by and among Gasco
Energy, Inc., Richard N. Jeffs, Gregory Pek, Ian Robinson, Michael
L. Nazmack, Eugene Sweeney and Shawne Malone (incorporated herein
by reference to Exhibit 4.1 to the Companys Form 8-K dated
September 20, 2006, filed September 21, 2006, File No. 001-32369).# 10.1
    
    1999 Stock Option Plan (incorporated herein by reference to Exhibit
4.1 to the Companys Form 10-KSB for the fiscal year ended December
31, 1999, filed on April 14, 2000, File No. 000-26321).
 37




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##### Table of Contents



# 10.2
    
    Form of Stock Option Agreement
under the 1999 Stock Option Plan
(incorporated herein by
reference to Exhibit 10.8 to the
Companys Form 10-K for the
fiscal year ended December 31,
2001, filed on March 29, 2002,
File No. 000-26321).# 10.3
    
    Stock Option Agreement dated
January 2, 2001 between Gasco
and Mark A. Erickson (Filed as
Exhibit 10.9 to the Companys
Form 10-K for the fiscal year
ended December 31, 2001, filed
on March 29, 2002, File No.
000-26321).# 10.4
    
    Form of Stock Option Agreement
between Gasco and each of the
individuals named therein
(incorporated herein by
reference to Exhibit 4.6 to the
Companys Form S-8 Registration
Statement (Reg. No. 333-122716),
filed on February 10, 2005).# 10.5
    
    Michael Decker Amended and
Restated Employment Contract
dated February 14, 2003
(incorporated herein by
reference to Exhibit 10.11 to
the Companys Form 10-K for the
fiscal year ended December 31,
2002, filed on March 29, 2003,
File No. 000-26321).# 10.6
    
    Mark A. Erickson Amended and
Restated Employment Contract
dated February 14, 2003
(incorporated herein by
reference to Exhibit 10.12 to
the Companys Form 10-K for the
fiscal year ended December 31,
2002, filed on March 29, 2003,
File No. 000-26321).# 10.7
    
    Amended and Restated Consulting
Agreement dated February 14,
2003, between Gasco and Marc
Bruner (incorporated herein by
reference to Exhibit 10.13 to
the Companys Form 10-K for the
fiscal year ended December 31,
2002, filed on March 29, 2003,
File No. 000-26321).# 10.8
    
    2003 Restricted Stock Plan
(incorporated herein by
reference to Appendix B to the
Companys Proxy Statement dated
August 25, 2003 for its 2003
Annual Meeting of Stockholders,
filed on August 25, 2003, File
No. 000-26321).#10.10
    
    Employment Agreement dated
February 14, 2005 by and between
Gasco Energy, Inc. and W. King
Grant (incorporated herein by
reference to Exhibit 4.2 to the
Companys Form 10-Q for the
quarter ended March 31, 2006,
filed May 5, 2006, File No.
001-32369).#10.11
    
    Form of Amendment to Gasco
Energy, Inc. Employment
Agreement, dated as of December
31, 2008, and effective as of
January 1, 2009, by and among
Gasco Energy, Inc. and certain
of its Executives (incorporated
herein by reference to Exhibit
10.1 to the Companys Form 8-K
dated January 7, 2009, filed
January 7, 2009, File No.
001-32369).#10.12
    
    Form of Second Amendment to
Gasco Energy, Inc. Employment
Agreement, dated as of January
22, 2009, by and among Gasco
Energy, Inc. and certain of its
Executives (incorporated herein
by reference to Exhibit 10.12 to
the Companys Form 10-K for the
fiscal year ended December 31,
2008, File No. 001-32369).10.13
    
    Asset Purchase Agreement dated
January 29, 2010 by and among
Gasco Energy, Inc., Riverbend
Gas Gathering, LLC, and Monarch
Natural Gas, LLC (incorporated
herein by reference to Exhibit
10.1 to Gasco Energy, Inc.s
Current Report on Form 8-K filed
on February 3, 2010).10.14
    
    Consulting Agreement and
Release, dated January 29, 2010,
by and between Gasco Energy,
Inc. and Mark A. Erickson
(incorporated herein by
reference to Exhibit 10.1 to
Gasco Energy, Inc.s Current
Report on Form 8-K filed on
February 1, 2010).10.15
    
    Gas Gathering and Processing
Agreement, effective March 1,
2010, by and between Gasco
Production Company and Monarch
Natural Gas, LLC (incorporated
by reference to Exhibit 10.1 to
the Companys Current Report on
Form 8-K filed on March 3,
2010).
 38




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##### Table of Contents



*24.1
    
    Power of Attorney (included on the signatures pages hereto).23.1
    
    Consent of Netherland, Sewell & Associates, Inc. (incorporated herein
by reference to Exhibit 23.1 to the Companys Form 10-K for the fiscal
year ended December 31, 2009 filed on March 3, 2010, File No.
001-32369).23.2
    
    Consent of KPMG (incorporated herein by reference to Exhibit 23.2 to
the Companys Form 10-K for the fiscal year ended December 31, 2009
filed on March 3, 2010, File No. 001-32369).*31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*32.1
    
    Section 1350 Certification of Chief Executive Officer.*32.2
    
    Section 1350 Certification of Chief Financial Officer.99.1
    
    Report of Netherland, Sewell & Associates, Inc., independent petroleum
engineers and geologists.(incorporated herein by reference to Exhibit
99.1 to the Companys Form 10-K for the fiscal year ended December 31,
2009 filed on March 3, 2010, File No. 001-32369).
 
 *
    
    Filed herewith.#
    
    Identifies management contracts and compensatory plans or arrangements. 39




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##### Table of Contents



SIGNATURES
  GASCO ENERGY, INC.
    
    Dated: April 27, 2010
 By:
    /s/ W. King GrantW. King Grant, President and CFO POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Charles B. Crowell
    
    Director and Chief Executive Officer
    
    April 27, 2010Charles B. Crowell
    
    (Principal Executive Officer)/s/ Marc A. Bruner

Marc A. Bruner
    
    Director
    
    April 27, 2010/s/ W. King Grant
    
    President and Chief Financial Officer
    
    April 27, 2010W. King Grant
    
    (Principal Financial Officer)/s/ Carmen Lotito

Carmen (Tony) Lotito
    
    Director
    
    April 27, 2010/s/ Richard S. Langdon

Richard S. Langdon
    
    Director
    
    April 27, 2010/s/ R. J. Burgess

R.J. Burgess
    
    Director
    
    April 27, 2010
 40




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##### Table of Contents



Signature
    
    Title
    
    Date/s/ John A. Schmit

John A. Schmit
    
    Director
    
    April 27, 2010/s/ Peggy A. Herald
    
    Vice President and Chief Accounting Officer
    
    April 27, 2010Peggy A. Herald
    
    (Principal Accounting Officer)
 41




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##### Table of Contents



INDEX TO EXHIBITS
 1.1
    
    Underwriting Agreement dated April 13, 2007, between Gasco Energy,
Inc. and JP Morgan Securities Inc. (incorporated herein by reference
to Exhibit 1.1 to the Companys Form 8-K dated April 9, 2007, filed
April 13, 2007, File No. 001-32369).3.1
    
    Amended and Restated Articles of Incorporation (incorporated herein by
reference to Exhibit 3.1 to the Companys Form 8-K dated December 31,
1999, filed on January 21, 2000, File No. 000-26321).3.2
    
    Certificate of Amendment to Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Companys Form 8-K/A dated
January 31, 2001, filed on February 16, 2001, File No. 000-26321).3.3
    
    Certificate of Amendment to Articles of Incorporation dated June 21,
2005 (incorporated herein by reference to Exhibit 3.3 to the Companys
Form 10-Q/A for the quarter ended June 30, 2005, filed on August 9,
2005, File No. 001-32369).3.4
    
    Second Amended and Restated Bylaws of Gasco Energy, Inc., dated April
8, 2009 (incorporated herein by reference to Exhibit 3.1 to the
Companys Form 8-K dated April 8, 2009, filed on April 8, 2009, File
No. 001-32369).3.5
    
    Certificate of Designation for Series B Convertible Preferred Stock
(incorporated herein by reference to Exhibit 3.5 to the Companys Form
S-1 Registration Statement dated April 16, 2003, filed April 17, 2003,
File No. 333-104592).4.1
    
    Indenture dated as of October 20, 2004, between Gasco Energy, Inc. and
Wells Fargo Bank, National Association, as Trustee (incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K filed on October 20, 2004, File No. 000-26321).4.2
    
    Form of Global Note representing $65 million principal amount of 5.5%
Convertible Senior Notes due 2011 (incorporated herein by reference to
Exhibit A to Exibit 4.1 to the Companys Current Report on Form 8-K
filed on October 20, 2004, File No. 000-26321).4.3
    
    Registration Rights Agreement dated October 20, 2004, among Gasco
Energy, Inc., J.P. Morgan Securities Inc. and First Albany Capital Inc
(incorporated herein by reference to Exhibit 4.10 to the Companys
Form 10-Q for the quarter ended September 30, 2004 filed on November
12, 2004, File No. 000-26321).4.4
    
    Pledge and Security Agreement dated March 29, 2006 by and among Gasco
Energy, Inc., Gasco Production Company, Riverbend Gas Gathering, LLC,
Myton Oilfield Rentals, LLC and JPMorgan Chase Bank, N.A.
(incorporated herein by reference to Exhibit 4.2 to the Companys Form
8-K dated March 29, 2006, filed March 31, 2006, File No. 001-32369).4.5
    
    Credit Agreement dated March 29, 2006 by and among Gasco Energy, Inc.,
Gasco Production Company, Riverbend Gas Gathering, LLC, Myton Oilfield
Rentals, LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities
Inc. (incorporated herein by reference to Exhibit 4.1 to the Companys
Form 8-K dated March 29, 2006, filed March 31, 2006, File No.
001-32369).4.6
    
    First Amendment to the Credit Agreement dated April 22, 2008 by and
among Gasco Energy, Inc., Gasco Production Company, Riverbend Gas
Gathering, LLC, Myton Oilfield Rentals, LLC, JPMorgan Chase Bank, N.A.
and J.P. Morgan Securities Inc. (incorporated herein by reference to
Exhibit 4.13 to the Companys Form 10-Q dated March 31, 2008, filed
May 6, 2008, File No. 001-32369).
 42




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##### Table of Contents



4.7
    
    Second Amendment to the Credit Agreement, dated as of December 10,
2008, by and among by and among Gasco Energy, Inc., as Borrower,
certain subsidiaries of Gasco Energy, Inc., as Guarantors, the
Lenders party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated herein by reference to Exhibit
10.1 to the Companys Form 8-K dated December 12, 2008, filed on
December 12, 2008, File No. 001-32369).4.8
    
    Third Amendment to the Credit Agreement, dated as of May 14, 2009,
by and among Gasco Energy, Inc., as Borrower, certain subsidiaries
of Gasco Energy, Inc., as Guarantors, the Lenders party hereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated
herein by reference to Exhibit 10.1 to the Companys Form 8-K dated
May 15, 2009, File No. 001-32369).4.9
    
    Fourth Amendment to the Credit Agreement, dated as of July 6, 2009,
by and among Gasco Energy, Inc., as Borrower, certain subsidiaries
of Gasco Energy, Inc., as Guarantors, the Lenders party thereto,
and JPMorgan Chase Bank, N.A., as Administrative Agent
(incorporated herein by reference to the Companys Form 8-K dated
July 7, 2009, File No. 001-32369).4.10
    
    Fifth Amendment to the Credit Agreement, dated as of August 28,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated August 31, 2009, File No. 001-32369).4.11
    
    Sixth Amendment to the Credit Agreement, dated as of September 30,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated October 1, 2009, File No. 001-32369).4.12
    
    Seventh Amendment to the Credit Agreement, dated as of October 30,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 10-Q
dated September 30, 2009, File No. 001-32369).4.13
    
    Eighth Amendment to the Credit Agreement, dated as of December 1,
2009, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated December 1, 2009, File No. 001-32369).4.14
    
    Ninth Amendment to the Credit Agreement, dated as of February 1,
2010, by and among Gasco Energy, Inc., as Borrower, certain
subsidiaries of Gasco Energy, Inc., as Guarantors, the Lenders
party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (incorporated herein by reference to the Companys Form 8-K
dated February 1, 2010, File No. 001-32369).4.15
    
    Voting Agreement dated September 20, 2006 by and among Gasco
Energy, Inc., Richard N. Jeffs, Gregory Pek, Ian Robinson, Michael
L. Nazmack, Eugene Sweeney and Shawne Malone (incorporated herein
by reference to Exhibit 4.1 to the Companys Form 8-K dated
September 20, 2006, filed September 21, 2006, File No. 001-32369).# 10.1
    
    1999 Stock Option Plan (incorporated herein by reference to Exhibit
4.1 to the Companys Form 10-KSB for the fiscal year ended December
31, 1999, filed on April 14, 2000, File No. 000-26321).
 43




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##### Table of Contents



# 10.2
    
    Form of Stock Option Agreement under the 1999 Stock Option Plan
(incorporated herein by reference to Exhibit 10.8 to the Companys
Form 10-K for the fiscal year ended December 31, 2001, filed on
March 29, 2002, File No. 000-26321).# 10.3
    
    Stock Option Agreement dated January 2, 2001 between Gasco and Mark
A. Erickson (Filed as Exhibit 10.9 to the Companys Form 10-K for
the fiscal year ended December 31, 2001, filed on March 29, 2002,
File No. 000-26321).# 10.4
    
    Form of Stock Option Agreement between Gasco and each of the
individuals named therein (incorporated herein by reference to
Exhibit 4.6 to the Companys Form S-8 Registration Statement (Reg.
No. 333-122716), filed on February 10, 2005).# 10.5
    
    Michael Decker Amended and Restated Employment Contract dated
February 14, 2003 (incorporated herein by reference to Exhibit
10.11 to the Companys Form 10-K for the fiscal year ended December
31, 2002, filed on March 29, 2003, File No. 000-26321).# 10.6
    
    Mark A. Erickson Amended and Restated Employment Contract dated
February 14, 2003 (incorporated herein by reference to Exhibit
10.12 to the Companys Form 10-K for the fiscal year ended December
31, 2002, filed on March 29, 2003, File No. 000-26321).# 10.7
    
    Amended and Restated Consulting Agreement dated February 14, 2003,
between Gasco and Marc Bruner (incorporated herein by reference to
Exhibit 10.13 to the Companys Form 10-K for the fiscal year ended
December 31, 2002, filed on March 29, 2003, File No. 000-26321).# 10.8
    
    2003 Restricted Stock Plan (incorporated herein by reference to
Appendix B to the Companys Proxy Statement dated August 25, 2003
for its 2003 Annual Meeting of Stockholders, filed on August 25,
2003, File No. 000-26321).#10.10
    
    Employment Agreement dated February 14, 2005 by and between Gasco
Energy, Inc. and W. King Grant (incorporated herein by reference to
Exhibit 4.2 to the Companys Form 10-Q for the quarter ended March
31, 2006, filed May 5, 2006, File No. 001-32369).#10.11
    
    Form of Amendment to Gasco Energy, Inc. Employment Agreement, dated
as of December 31, 2008, and effective as of January 1, 2009, by
and among Gasco Energy, Inc. and certain of its Executives
(incorporated herein by reference to Exhibit 10.1 to the Companys
Form 8-K dated January 7, 2009, filed January 7, 2009, File No.
001-32369).#10.12
    
    Form of Second Amendment to Gasco Energy, Inc. Employment
Agreement, dated as of January 22, 2009, by and among Gasco Energy,
Inc. and certain of its Executives (incorporated herein by
reference to Exhibit 10.12 to the Companys Form 10-K for the
fiscal year ended December 31, 2008, File No. 001-32369).10.13
    
    Asset Purchase Agreement dated January 29, 2010 by and among Gasco
Energy, Inc., Riverbend Gas Gathering, LLC, and Monarch Natural
Gas, LLC (incorporated herein by reference to Exhibit 10.1 to Gasco
Energy, Inc.s Current Report on Form 8-K filed on February 3,
2010).10.14
    
    Consulting Agreement and Release, dated January 29, 2010, by and
between Gasco Energy, Inc. and Mark A. Erickson (incorporated
herein by reference to Exhibit 10.1 to Gasco Energy, Inc.s Current
Report on Form 8-K filed on February 1, 2010).10.15
    
    Gas Gathering and Processing Agreement, effective March 1, 2010, by
and between Gasco Production Company and Monarch Natural Gas, LLC
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on March 3, 2010).
 44




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##### Table of Contents



*24.1
    
    Power of Attorney (included on the signatures pages hereto).23.1
    
    Consent of Netherland, Sewell & Associates, Inc. (incorporated
herein by reference to Exhibit 23.1 to the Companys Form 10-K for
the fiscal year ended December 31, 2009 filed on March 3, 2010,
File No. 001-32369).23.2
    
    Consent of KPMG (incorporated herein by reference to Exhibit 23.2
to the Companys Form 10-K for the fiscal year ended December 31,
2009 filed on March 3, 2010, File No. 001-32369).*31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*32.1
    
    Section 1350 Certification of Chief Executive Officer.*32.2
    
    Section 1350 Certification of Chief Financial Officer.99.1
    
    Report of Netherland, Sewell & Associates, Inc., independent
petroleum engineers and geologists.(incorporated herein by
reference to Exhibit 99.1 to the Companys Form 10-K for the fiscal
year ended December 31, 2009 filed on March 3, 2010, File No.
001-32369).
 
 *
    
    Filed herewith.#
    
    Identifies management contracts and compensatory plans or arrangements. 45