Exhibit 10.1


 


THIRD AMENDMENT


TO


EMPLOYMENT AGREEMENT


 


This THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of this 18th
day of December 2007, by and between GeoPetro Resources Company, a
California corporation (“Company”) and J. Chris Steinhauser (“Employee”).


 


RECITALS


 


A.                                    Company
and Employee are parties to that certain Employment Agreement dated June 19,
2000 (the “Original Agreement”), First Amendment to Employment Agreement dated December 12,
2002 and Second Amendment to Employment Agreement dated January 1, 2005,
pursuant to which Employee agreed to provide certain services to Company and
Company agreed to employ Employee as its Chief Financial Officer and Vice
President of Finance.


 


B.                                    The
term of the Original Agreement was for two years, from June 19, 2000
through June 18, 2002 continuing on a month-to-month basis thereafter, the
term of the First Amendment to Employment Agreement was for three years, from June 19,
2002 through June 18, 2005 continuing on a month-to-month basis thereafter
and the term of the Second Amendment to Employment Agreement was for three
years and six months, from January 1, 2005 through June 30, 2008.


 


C.                                    The
parties hereto now wish to amend the Original Agreement, the First Amendment to
Employment Agreement and the Second Amendment to the Employment Agreement to
extend the term thereof for a definite term and to reflect such other changes
as indicated herein.


 


NOW, THEREFORE, Company and Employee hereby agree as follows:


 


1. Effective
Date. The effective date of this Amendment shall be December 18, 2007
(the “Amendment Effective Date”).


 


2. Amendment
of Original Agreement, First Amendment to Employment Agreement and Second
Amendment to Employment Agreement. The parties hereby amend the Original
Agreement, the First Amendment to Employment Agreement and Second Amendment to Employment
Agreement as follows:


 


(a)                                 Term.
Section 2(a) of the Second Amendment to Employment Agreement shall be
deleted and replaced in full with the following:


 


1.1                   Employment Term. The terms of
Employee’s employment under this Agreement shall commence as of December 18,
2007 (the “Effective Date”) and shall continue until December 31, 2010
(the “Termination Date”), unless earlier terminated in accordance with Section 3
hereafter.  The period commencing as of
the Effective Date and ending on the Termination Date is hereinafter referred
to as the “Employment Term”.


 


 

















 


(b)                                 Salary.
Section 2(b) of the Second Amendment to Employment Agreement shall be
deleted and replaced in full with the following:


 


1.5.                Base
Salary. For all the services rendered by Employee hereunder, the Company
shall pay Employee a base salary (the “Base Salary”) at the annual rate of
$163,200.  Employee’s Base Salary shall
be payable in installments at such times as the Company customarily pays its
other employees.


 


3.                                      Integration.
To the extent of any inconsistencies between the terms and conditions of the
Original Agreement, the First Amendment to Employment Agreement, the Second
amendment to Employment Agreement and those of this Amendment, this Amendment
shall govern. Except to the extent that the provisions of the Original
Agreement, the First Amendment to Employment Agreement or the Second Amendment
to Employment Agreement are so superseded, they shall remain in full force and
effect.


 


4.                                      Counterparts.
This 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 Amendment as of the date first above written.


 


GEOPETRO
RESOURCES COMPANY


 


 


 


	
  Stuart
  J. Doshi

  	
   

  	
  J.
  Chris Steinhauser

  	
   

  
	
  By:

  	
  Stuart
  J. Doshi

  	
  J.
  Chris Steinhauser

  
	
  Title:

  	
  President & CEO