Exhibit
10.23

    EXECUTIVE
EMPLOYMENT AGREEMENT

     

    Executive
Employment Agreement between Gran Tierra Energy Colombia Ltd., a Utah
partnership (the “Partnership”), Gran Tierra
Energy Inc., a Nevada corporation (“Gran Tierra”), Gran Tierra
Energy Cayman Islands Inc., a Cayman Islands company (“GTE Cayman”), and Julian
Antonio Garcia Salcedo (the “Executive”, collectively with
the Partnership, GTE Cayman and Gran Tierra, the “Parties”). The Partnership and
GTE Cayman are subsidiaries of Gran Tierra.

     

    Recitals:

     

    
      	
               
      

            	
              A.

            	
              The
      Executive has specialized knowledge skills and experience which are
      valuable to the ongoing success of the
business.

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      Partnership and Gran Tierra wish to secure the services of the Executive
      for the position of President of the
  Partnership.

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      Parties wish to set forth their entire understanding and agreement with
      respect to the subject matter with this Executive Employment Agreement
      (the “Agreement”).

            


    

     

    Therefore,
the Parties agree as follows:

     

    ARTICLE
1

    DUTIES
AND RESPONSIBILITIES

     

    1.1           Position

     

    The
Partnership appoints the Executive to the position of President of Gran Tierra
Energy Colombia and the Executive shall perform the 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 Gran Tierra (the “Board”) or the Board of
Directors of GTE Cayman. The Parties agree that the relationship between the
Partnership 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
and Cooperation

     

    The
Executive shall not be reassigned to another position within the Partnership
itself, or to a position within another subsidiary or Gran Tierra, or other
affiliated or related corporate entity (a “Member Company” or “Member Companies”) and the
Executive’s duties, responsibilities, title, reporting lines and location of
employment will not be altered unless the Executive agrees to such reassignment
or alteration. The Executive may be appointed as the manager of Argosy Energy
LLC, the general partner of the Partnership. The Partnership will use reasonable
efforts to efficiently structure, and assist the Executive’s compliance with,
applicable payroll, labor, tax, social security legal requirements and the
Partnership may cause its Colombian branch to execute employment contracts with
the Executive, as needed for this purpose.

     

    1.4           Travel

     

    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 fly business class for international flights
and shall use economy for domestic travel. The Executive will be entitled to
choose suitable accommodations when traveling on the Partnership’s or Gran
Tierra’s business.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
2

    TERM
OF EMPLOYMENT

     

    The
Executive’s employment with the Partnership is for no specified duration and
constitutes at-will employment. The Executive’s employment may be terminated at
any time by either the Partnership or the Executive, subject to the provisions
of Article 9.

     

    ARTICLE
3

    BASE
SALARY

     

    The
Executive will be paid an annual salary in the amount of $600,000,000 Colombian
pesos, subject to required withholdings (the “Base Salary”). The Executive’s
Base Salary will be payable in accordance with Partnership 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 Partnership, 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 target is 60% of the Executive’s base salary and the actual amount
will be determined by the Board annually.

     

    4.2           Bonus
Payment

     

    The Bonus
shall be payable within sixty (60) days of the end of the fiscal year, and will
based upon the Executive’s performance, the performance of Gran Tierra Energy
Colombia and the performance of Gran Tierra Energy Inc. 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 Gran Tierra for the Partnership’s employees and for
its executives. The Partnership will continue to pay the Executive’s Base Salary
in the event the Executive becomes disabled until such time the Executive begins
to receive long-term disability insurance benefits.

     

    ARTICLE
6

    VACATION

     

    The
Executive will be entitled to four weeks of paid 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 Partnership, GTE Cayman and
Gran Tierra. Unused vacation entitlement will be carried over into the following
calendar year to a maximum entitlement of six weeks in any one year. On leaving
the employment of the Partnership for whatever reason, the Partnership will
compensate the Executive for any accrued but unused vacation entitlement based
upon the Executive’s then current Base Salary.

     

    
      
         


      

      
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    ARTICLE
7

    STOCK
OPTIONS

     

    The
Executive will be provided an initial stock options grant of 300,000 shares of
the common stock of Gran Tierra, in accordance with the terms and conditions of
the 2007 Gran Tierra Energy Equity Incentive Plan. The stock options will be
priced in accordance with the terms of the plan on the first date of employment
of the Executive with the Partnership. The Executive will be eligible to
participate in applicable future stock option plans and/or incentive award plans
created by Gran Tierra in accordance with their terms and
conditions.

     

    ARTICLE
8

    PERQUISITES
AND EXPENSES

     

    The
Partnership recognizes that the Executive will incur expenses in the performance
of the Executive’s duties. The Partnership shall reimburse the Executive for any
reasonable out of pocket expenses incurred in the course of
employment.

     

    8.1           Partnership
Vehicle and Driver

     

    The
Executive shall be entitled to a suitable Partnership vehicle and a dedicated
driver. All operating costs of the vehicle and the compensation for the driver
will be paid by the Partnership.

     

    8.2           Second
Car Allowance

     

    The
executive shall be entitled to a second car allowance of $1,000,000 Colombian
pesos a month subject to all statutory deductions.

     

    8.3           Recreation
or Golf Club Membership

     

    The
Executive shall be eligible for membership at a suitable recreation of golf club
in Bogota. The Partnership will approve the club selected by the Executive and
pay for the cost of the membership and reasonable expenses of the
club.

     

    ARTICLE
9

    TERMINATION
OF EMPLOYMENT

     

    9.1           Termination
Without Notice

     

    This
Agreement and the Executive’s employment with Partnership may be terminated,
without Partnership 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 ninety (90) days’ advance written notice to the Partnership and Gran Tierra.
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 Partnership. The Partnership may, at its
discretion, waive in whole or in part such notice with payment in lieu to the
Executive;

     

    (b)           Cause

     

    “Cause”
is defined as any of the following:

     

    
      
         


      

      
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    (a)           conviction
of, or plea of nolo contendere to, a felony;

     

    (b)           participation
in a fraud against the Partnership;

     

    (c)           participation
in an act of dishonesty against the Partnership intended to result in the
Executive’s personal enrichment;

     

    (d)           willful
material breach of the Partnership’s written policies;

     

    (e)           intentional
significant damage to the Partnership’s property by the Executive;

     

    (f)           material
breach of this Agreement; or

     

    (g)           conduct
by the Executive that, in the good faith and reasonable determination of the
Board, demonstrates gross unfitness to serve provided that in such event, the
Partnership shall provide notice describing the nature of the gross unfitness
and the Executive shall thereafter have ten (10) days to cure such gross
unfitness if such gross unfitness is capable of being cured.

     

    The
Partnership may not terminate the employment of the Executive for Cause unless
and until the Executive receives a copy of a resolution duly adopted by the
affirmative vote of at least a majority of the 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 Partnership without Cause

     

    The
Partnership may terminate the Executive’s employment without Cause at any time
by providing the Executive with a separation package (the “Separation Package”) equal to
one years’ Total Cash Compensation.

     

    “Total
Cash Compensation” is defined as the annualized amount of Base Salary plus Bonus
Payment for the prior 12-month period.

     

    The
Separation Package shall be payable in a lump sum within thirty (30) days of
termination.

     

    9.3           Termination
by the Executive for Good Reason

     

    Should
the Executive terminate his employment for Good Reason, as hereinafter defined,
he shall receive the Separation Package set out in section 9.2. Failure of the
Executive to terminate his employment on the occurrence of any event which would
constitute Good Reason shall not constitute waiver of his right under this
section 9.3. Notwithstanding the foregoing, Executive may terminate his
employment for Good Reason so long as Executive tenders his resignation to the
Partnership 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 Partnership and Gran Tierra describing the
nature of the event that Executive believes forms the basis for the resignation
for Good Reason, and the Partnership and Gran Tierra 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)           adverse
change in the Executive’s position, titles, duties or 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;

     

    (b)           a
reduction by the Partnership of the Executive’s Be Salary except to the extent
that the annual base salaries of all other executive officers of the Partnership
or Gran Tierra 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 Gran Tierra’s Compensation Committee (and approved by the Board) 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;

     

    
      
         


      

      
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    (c)           a
Change Control (as defined below) of Gran Tierra occurs; or

     

    (d)           any
breach by the Partnership 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 Gran Tierra;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      merger or consolidation in which Gran Tierra is not the surviving
      corporation;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      reverse merger in which Gran Tierra is the surviving corporation but the
      shares of Gran Tierra’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 Gran Tierra or any affiliate of Gran Tierra) of the
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act, or comparable successor rule) of securities of Gran
      Tierra representing at least fifty percent (50%) of the combined voting
      power entitled to vote in the election of
  directors.

            


    

     

    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 m 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 Executive’s 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.

            


    

     

    
      
         


      

      
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    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
Partnership 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.

     

    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 Partnership 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 Partnership that such knowledge and experience shall 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 he is employed by the Partnership
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 outlined in this Agreement, he will be a
key employee of the Partnership 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 Partnership 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 Partnership, the
Executive shall not be prohibited from obtaining employment with or otherwise
forming or participating in a business competitive to the business of Gran
Tierra and its Member Companies after termination of this Agreement and the
Executive’s employment with the Partnership.

     

    ARTICLE
12

    CHANGES
TO AGREEMENT; ASSIGNMENT

     

    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 Partnership may assign this agreement to Gran Tierra or any
Member Company, without the consent of the Executive.

     

    
      
         


      

      
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    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 Partnership.

     

    15.2           Notice
to Partnership or Gran Tierra.

     

    Any
notice required or permitted to be given to the Partnership or m Tierra 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:
President and Chief Executive Officer

     

    ARTICLE
16

    WITHHOLDING

     

    All
payments made by the Partnership to the Executive or for the benefit of the
Executive shall be less applicable withholdings and deductions.

     

    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.

     

    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Gran
      Tierra Energy Inc.

                                  	 
      	
                                    Gran
      Tierra Cayman Islands Inc., a Cayman Islands
Company, for itself and
      for the Partnership as the general
manager of GTE

                                  
	
                                    By:

                                  	
                                    /s/Dana
      Coffield

                                  	 
      	
                                    Colombia
      Holdings LLC, the sole owner of

                                  
	 	

                                    Dana
      Coffield

                                  	 	

                                    Argosy
      Energy LLC, general partner of the

                                  
	
                                    Title:
      President and CEO

                                  	 
      	
                                    Partnership

                                  
	
                                    Date:
      13 Nov 09

                                  	 
      	 
      
	 
      	 
      	
                                    By:

                                  	
                                    /s/
      Dana Coffield

                                  
	 
      	 
      	 
      	
                                    Dana
      Coffield

                                  
	 
      	 
      	
                                    Title:
      Director

                                  
	 
      	 
      	
                                    Date:
      13 Nov 09

                                  
	 	 	 
	
                                    Executive

                                  	 
      	
                                    Witness

                                  
	 	 	 
	/s/
      Julian Garcia	 
      	/s/
      Martin Eden
	
                                    Julian
      Antonio Garcia Salcedo

                                  	 
      	
                                    By:
      Martin Eden

                                  
	
                                    Date:
      23 Nov 09

                                  	 
      	
                                    Date
      Nov 23,
2009

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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