**Exhibit10.24**

** **

**EMPLOYMENTAGREEMENT**

 

THISEMPLOYMENT AGREEMENT (this “Agreement”), is made and entered intoeffective as of April 27, 2009 (the “Effective Date”), by and betweenGeoPetro Resources Company,** **aCalifornia corporation (the “Employer”), and J. Chris Steinhauser, anindividual  (the “Employee”).

 

The parties,intending to be legally bound, agree as follows:

 

**1.****                              ****DEFINITIONS**

 

For thepurposes of this Agreement, the following terms have the meanings specified orreferred to in this Section 1.

 

“Agreement”means this Employment Agreement, as amended, restated or otherwise modifiedfrom time to time.

 

“Benefits”is defined in Section 3.2.

 

“ConfidentialInformation” means any and all:

 

(a)                                  tradesecrets concerning the business and affairs of the Employer, whether atechnical, business or other nature that is disclosed to the Employee or thatis otherwise learned by Employee in the course of employment with the Employer,including but not limited to know-how, processes, designs, samples, inventionsand ideas, past, current, and planned property or mineral acquisition, and allinformation related thereto, exploration or development activities or methods,customer and vendor lists, business plans as well as any other information,however documented, that is a trade secret under California law, as in effectas of the date hereof and as amended from time to time; and

 

(b)                                 informationconcerning the business and affairs of the Employer (which includes historicalfinancial statements, financial projections and budgets, historical andprojected sales, historical and projected net earnings, capital spendingbudgets and plans, however documented).

 

(c)                                  “ConfidentialInformation” shall not include information, data, knowledge and know-how that (a) isin the Employee’s possession prior to disclosure to the Employee , as shown bydocuments and other competent evidence in Employee’s possession, (b) is inthe public domain prior to disclosure to the Employee, (c) lawfully entersthe public domain through no violation of this Agreement after disclosure tothe Employee, (d) becomes available to the Employee on a non-confidentialbasis from a source other than the Employer, provided that such source is notknown by the Employee to be bound by a confidentiality agreement with theEmployer or another party,

 

“EffectiveDate” means April 27, 2009.

 

“EmployeeInvention” means any idea, invention, or improvement (whether patentable ornot), any industrial design (whether registrable or not), and any work ofauthorship (whether or not copyright protection may be obtained for it)created, conceived, or developed by the Employee, either solely or inconjunction with others, during the Employment Period, or a period thatincludes a portion of the Employment Period, that relates to the business thenbeing conducted or proposed to be conducted by the Employer.

 

“EmploymentPeriod” means the period of the Employee’s employment under this Agreement.

 

“ForCause” means: (a) the Employee’s material breach of this Agreement; (b) theEmployee’s failure to adhere to any written Employer policy; (c) theappropriation (or attempted appropriation) of a material business opportunityof the Employer, including attempting to secure or securing any personal profitin connection with any transaction entered into on behalf of the Employer; (d) themisappropriation (or attempted misappropriation) of any 

 

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of theEmployer’s funds or property; or (e) the conviction of, or the entering ofa guilty plea or plea of no contest with respect to, a felony.

 

“Person”means any individual, corporation (including any non-profit corporation),general or limited partnership, limited liability company, joint venture,estate, trust, association, organization, or governmental body.

 

“President”means the president of the Employer.

 

“Salary”is defined in Section 3.1.

 

**2.****                              ****EMPLOYMENT TERMS AND DUTIES**

 

2.1                                 Employment.The Employer hereby employs the Employee, and the Employee hereby acceptsemployment by the Employer, upon the terms and conditions set forth in thisAgreement.

 

2.2                                 Term.The Employer hereby employs the Employee effective as of the EffectiveDate.  The employment with the Employer is not for any specifiedperiod of time.  As a result, either the Employer or the Employee isfree to terminate the employment relationship at any time, subject to the otherprovisions of this Agreement.  Unless earlier terminated, thisAgreement will terminate on April 27, 2012.

 

2.3                                 Termination.If the Employee is terminated by the Employer for any reason (including aChange of Control as hereinafter defined), other than For Cause, he willreceive Salary as severance in an amount equal to nine months of Salary,provided however, if less than nine months remain until the Termination Date,the Employee shall only receive Salary for such shorter period as remains untilthe Termination Date.  No severance payments will be made untilEmployee executes a valid release of any and all claims that he may haverelating to his employment against the Employer and its agents in a form providedby the Employer.  If Employee does notexecute and deliver such release on or before sixty-five (65) days after suchtermination, or such release is revoked by Employee within the seven (7) daysfollowing execution, then Employee shall not be entitled to any severanceotherwise due under this Section 2.3. If the Employee is terminated For Cause, or resigns, his Salary andBenefits will terminate immediately upon leaving the Employer.  TheEmployer may terminate Employee For Cause only after (a) Employee has had theopportunity to discuss such termination with the President, and (b) thePresident has provided the Employee with a written statement terminatingEmployee’s employment and specifying, in reasonable detail, the “For Cause”termination.  If a matter purportedly giving rise to a “For Cause”termination could be cured by Employee, the President shall not take any actionto terminate the Employee hereunder unless and until the Employee has receivedwritten notice from the President of the Employer specifying such cause andEmployee shall have failed to cure or correct such cause within 30 days afterreceiving such notice.

 

For purposesof this Agreement, a Change of Control shall mean the first to occur of:

 

(i)                                     asingle event or transaction resulting in any “person” (as defined in Section 13(d) and14(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) other than (1) the Employer or any Affiliate of the Employer as ofthe date of this Agreement, (2) any employee benefit plan of the Employeror any Affiliate of the Employer, or (3) any person or entity organized,appointed or established by the Employer for or pursuant to the terms of anysuch plan, acquiring beneficial ownership of voting securities of the Employer,is or becomes the beneficial owner, directly or indirectly, of securities ofthe Employer representing 80% or more of the combined voting power of theEmployer’s then outstanding securities; or

 

(ii)                                  consummationof a reorganization, merger or consolidation of the Employer (a “BusinessCombination”), in each case, unless, following such Business Combination,the individuals and entities who were the beneficial owners of outstandingvoting securities of the Employer immediately prior to such BusinessCombination beneficially own, by reason of such ownership of the Employer’svoting securities immediately before the Business Combination, directly orindirectly, more than 20% of the combined voting power of the then outstandingvoting securities entitled to vote generally in the election of directors ofthe Employer resulting from such Business Combination (including, withoutlimitation, a company which as a result of such transaction owns the Employeror all or substantially all of the Employer’s assets either directly or throughone or more subsidiaries) in 

 

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substantiallythe same proportions as their ownership of the outstanding voting securities ofthe Employer immediately prior to such Business Combination.

 

Notwithstandingthe foregoing subparagraphs (i) through (ii), in no event shall anytransaction or series of transactions entered into between the Employer, ortheir respective Affiliates as of the date of this Agreement or entities whollyowned by the forgoing, or changes associated therewith, be considered a Changein Control.

 

No severanceshall be paid under this Section 2.3 unless such termination results inEmployee’s “Separation from Service” with the Employer within the meaning of Section 1.409A-1(h) ofthe Treasury Regulations, which provides that, whether a Separation fromService has occurred is determined based on whether the facts and circumstancesindicate that Employee and the Employer reasonably anticipated that no furtherservices would be performed by Employee after such resignation or terminationor that the level of bona fide services Employee would perform after such date(whether as an employee or as an independent contractor) would permanentlydecrease to twenty percent (20%) or less of the average level of bona fideservices performed over the immediately preceding thirty-six (36) month period(or the full period of services to the Employer if the Employee had beenproviding services to the Employer for less than 36 months).

 

2.4                                 Duties.The Employee shall serve as Chief Financial Officer of the Employer or in suchother capacity as appointed by the President, and will have such duties as areassigned or delegated to the Employee by, and shall report to, the President.The Employee will devote all of his business time, attention, skill, and energyto the business of the Employer, will use his best efforts to promote thesuccess of the Employer’s business, and will cooperate fully with the Presidentin the advancement of the best interests of the Employer.  Employeewill not compete with the Employer during the EmploymentPeriod.  Nothing in this Section 2.4, however, willprevent the Employee from engaging in additional activities in connection withpersonal investments and community affairs that are not inconsistent with theEmployee’s duties under this Agreement.  At the Employer’s request,Employee may also perform services for companies that have a businessrelationship with the Employer.  Unless agreed to by the Employer,Employee will receive no additional Salary or Benefits or other compensationfor these services.

 

**3.****                              ****COMPENSATION**

 

3.1                                 Salary.The Employee will be paid an annual salary of $225,000 (the “Salary”),which will be payable in equal periodic installments according to the Employer’scustomary payroll practices, but no less frequently thanmonthly.   During the term of this Agreement, the salary may beincreased by the President.

 

3.2                                 Benefits.During the Employment Period, the Employee shall be permitted to participate insuch pension, profit sharing, bonus, life insurance, hospitalization, majormedical, and other employee benefit plans of the Employer that may be in effectfrom time to time, to the extent the Employee is eligible under the terms ofthose plans (collectively, the “Benefits”).

 

3.3                                 StockOptions.  The Employee has previously received stockoption grants totaling 150,000 stock options of GeoPetro Resources Companycommon stock (the “Stock Options”) dated May 13, 2003 having anexercise price of $2.10 per share.  The Stock Options are fullyvested as of the effective date hereof. The exercise price of the Stock Options shall be reduced to $1.00 pershare as of the Effective Date.  The Employerhereby agrees to continue the Stock Options for the full term thereof (through May 13,2013) and agrees that such Stock Options will survive the term of thisAgreement.  The Employee acknowledgesthat he also previously received stock option grants totaling 75,000 stockoptions of GeoPetro Resources Company common stock in June of 2008, havingan exercise price of $4.28 per share, and that all such stock options grantedin June of 2008 are hereby cancelled, and are null and void, as of the EffectiveDate.

 

3.3.1    Change of Control. All grants made to the Employee under the stock option or other equityincentive plans of the Employer (the “Equity Plans”) (including thosemade prior to the Effective Date (other than those grants cancelled by thisAgreement)) shall vest in full effective on the date of a Change in Control or immediatelyprior to the occurrence of a termination of the Employee’s employment by the Employerother than For Cause.  For avoidance ofdoubt, there shall be no vesting as a result of the Employee terminating orresigning his employment with the Employer. To the extent that the terms of this Agreement conflict with the termsof the Equity Plans of the Employer, the terms of this Agreement shall controland the Employer agrees that the provisions set 

 

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forth hereinregarding Change in Control shall be included in any stock option agreement orsimilar granting instrument entered into with or provided to Employee inconnection with Employee’s employment with Employer.

 

3.4                                 RelocationAllowances.  Not applicable.

 

3.5                                 TravelExpenses.  Not applicable.

 

**4.****                              ****VACATIONS, HOLIDAYS AND SICK LEAVE**

 

The Employeewill be entitled to three weeks of vacation time and up to five sick days pertwelve month period and paid holidays in accordance with the policies of theEmployer.

 

**5.****                              ****NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS**

 

5.1                                 Acknowledgmentsby the Employee.  The Employeeacknowledges that (a) during the Employment Period and as a part of hisemployment, the Employee will be afforded access to Confidential Information; (b) publicdisclosure of such Confidential Information could have an adverse effect on theEmployer and its business; (c) because the Employee possesses substantialtechnical expertise and skill with respect to the Employer’s business, theEmployer desires to obtain exclusive ownership of each Employee Invention, andthe Employer will be at a substantial competitive disadvantage if it fails toacquire exclusive ownership of each Employee Invention; and (d) theprovisions of this Section 5 are reasonable and necessary to preventthe improper use or disclosure of Confidential Information and to provide theEmployer with exclusive ownership of all Employee Inventions.

 

5.2                                 Agreementsof the Employee. In consideration of thecompensation and benefits to be paid or provided to the Employee by theEmployer under this Agreement, the Employee covenants as follows:

 

(a)                                  Confidentiality.

 

(i)                                     Duringand following the Employment Period, the Employee will hold in confidence theConfidential Information and will not disclose it to any Person except with thespecific prior written consent of the Employer or except as otherwise expresslypermitted by the terms of this Agreement.

 

(ii)                                  Anytrade secrets of the Employer will be entitled to all of the protections andbenefits under the California Trade Secrets Act, as in effect on the datehereof, and as amended from time to time, and any other applicable law.

 

(iii)                               Noneof the foregoing obligations and restrictions applies to any part of theConfidential Information that the Employee demonstrates was or became generallyavailable to the public other than as a result of a disclosure by the Employee.

 

(iv)                              CompelledDisclosure. Notwithstanding the provisions ofthis Section 5.2(a), if the Employee is required to disclose anyConfidential Information pursuant to any applicable law, rule orregulation or a subpoena, court order, similar judicial process, regulatoryagency or stock exchange rule, the Employee will, if possible, promptly notifythe Employer of any such requirement so that the Employer, at its sole cost andexpense, may seek an appropriate protective order or waive compliance with theprovisions of this Agreement. If such order is not obtained, or the Employerwaives compliance with the provisions of this Agreement, the Employee will discloseonly that portion of the Confidential Information which he is legally requiredto so disclose. In the event that the Employee shall have complied fully withthe provisions of this Section, the Employer agrees that such disclosure may bemade by the Employee without any liability hereunder.

 

(b)                                 EmployeeInventions. During and following theEmployment Period, each Employee Invention will belong exclusively to theEmployer. The Employee acknowledges that the Employee’s writing, works ofauthorship, and other Employee Inventions are works made for hire and theproperty of the Employer, including any copyrights, patents, or otherintellectual property rights pertaining thereto. The Employee covenants that hewill promptly:

 

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(i)                                     discloseto the Employer in writing any Employee Invention;

 

(ii)                                  assignto the Employer or to a party designated by the Employer, at the Employer’srequest and without additional compensation, all of the Employee’s right to theEmployee Invention for the United States and all foreign jurisdictions;

 

(iii)                               executeand deliver to the Employer such applications, assignments, and other documentsas the Employer may request in order to apply for and obtain patents or otherregistrations with respect to any Employee Invention in the United States andany foreign jurisdictions;

 

(iv)                              signall other papers necessary to carry out the above obligations; and

 

(v)                                 givetestimony and render any other assistance, without expense to the Employee, insupport of the Employer’s rights to any Employee Invention.

 

**6.****                              ****EXCLUSIVE EMPLOYMENT**

 

Subject tothe provisions of Section 2.4, above, during the Employment Period,(a) Employee will not do anything to compete with the Employer’s presentor contemplated business (as that may change from time to time during theEmployment Period), nor will he plan or organize any competitive businessactivity; and (b) Employee will not enter into any agreement whichconflicts with his duties or obligations to the Employer.  Employeewill not during the Employment Period or within twelve months after it ends,without the Employer’s express written consent, solicit or encourage anyemployee, agent, independent contractor, supplier, consultant, shareholder,investor or alliance partner to terminate or alter a relationship with theEmployer.

 

It is thedesire and intent of the Employer and the Employee that the provisions of this Section 6be enforced to the fullest extent permissible under the laws and publicpolicies applied in each jurisdiction in which enforcement issought.  Accordingly, if any particular portion of this Section 6shall be adjudicated to be invalid or unenforceable, this Section 6 shallbe deemed amended to apply in the broadest allowable manner and to deletetherefrom the portion adjudicated to be invalid or unenforceable, suchamendment and deletion to apply only with respect to the operation of Section 6in the particular jurisdiction in which that adjudication is made.

 

**7.****                              ****GENERAL PROVISIONS**

 

7.1                                 Covenantsof Sections 5 and 6 Are Essential and Independent Covenants.The covenants by the Employee in Sections 5 and 6 are essentialelements of this Agreement, and without the Employee’s agreement to comply withsuch covenants, the Employer would not have entered into this Agreement oremployed or continued the employment of the Employee. The Employer and theEmployee have independently consulted their respective counsel and have beenadvised in all respects concerning the reasonableness and propriety of such covenants,with specific regard to the nature of the business conducted by the Employer.

 

The Employee’scovenants in Sections 5 and 6 are independent covenants and theexistence of any claim by the Employee against the Employer under thisAgreement or otherwise, will not excuse the Employee’s breach of any covenantin Sections 5 and 6.

 

If theEmployee’s employment hereunder expires or is terminated, this Agreement willcontinue in full force and effect as is necessary or appropriate to enforce thecovenants and agreements of the Employee in Sections 5 and 6, and theEmployer will have the right in addition to any other rights it may have, toseek injunctive relief to restrain or specifically enforce provisions of thisAgreement.

 

7.2                                 DeferredCompensation.  If the Employer (or, ifapplicable, any successor entity thereto) determines that the Salary providedto the Employee upon termination pursuant to Section 2.3 or any otherpayments provided for in this Agreement (any such payments, the “DeferredPayments”) constitute “deferred compensation” under Section 409A of theInternal Revenue Code of 1986, as amended (together, with any state law ofsimilar effect, “Section 409A”) and if the Employee is a “specifiedemployee” of the Employer (or, if applicable, any 

 

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successorentity thereto), as such term is defined in Section 409A(a)(2)(B)(i) (a“Specified Employee”), then, solely to the extent necessary to avoid theimposition of the adverse personal tax consequences under Section 409A,the timing of the Deferred Payments will be delayed as follows: on the earlierto occur of (1) the date that is six months and one day after the date oftermination of Employee’s employment, and (2) the date of Employee’sdeath.  Prior to the imposition of any delay on the Deferred Paymentsas set forth above, it is intended that (A) any installment of theDeferred Payments be regarded as a separate “payment” for purposes of Treas.Reg. §1.409A-2(b)(2)(i) and (B) all Deferred Payments satisfy, to thegreatest extent possible, the exemptions from the application of Section 409Aprovided under Treas. Reg. §1.409A-1(b)(4) and 1.409A-1(b)(9)(iii).  This Agreement is intended to comply with Section 409Aand shall be interpreted in accordance with such Section and Department ofTreasury Regulations and other interpretive guidance issued thereunderincluding, without limitation, any such regulations or other guidance issuedafter the effective date of this Agreement. If the Employer determines that this Agreement does not comply with Section 409A,the Employer may adopt such amendments to this Agreement (without Employee’sconsent) or adopt other policies and procedures (including amendments, policiesand procedures with retroactive effect), or take any other actions, that theEmployer determines are necessary or appropriate to (i) exempt theprovisions hereof from the application of Section 409A, (ii) preservethe intended tax treatment of the benefits provided hereunder, or (iii) complywith the requirements of Section 409A, provided further, notwithstandinganything contained herein to the contrary, any provision hereof which isinconsistent with the applicable requirements of Section 409A or anyprovision not set forth which should be included herein in order to comply withthe applicable requirements of Section 409A shall be deemed revised orincluded herein, as the case may be, in manner consistent therewithautomatically, without any action of the Employer or Employee.

 

7.3                                 Representationsand Warranties by the Employee. TheEmployee represents and warrants to the Employer that the execution anddelivery by the Employee of this Agreement do not, and the performance by theEmployee of the Employee’s obligations hereunder will not, with or without thegiving of notice or the passage of time, or both: (a) violate anyjudgment, writ, injunction, or order of any court, arbitrator, or governmentalagency applicable to the Employee; or (b) conflict with, result in thebreach of any provisions of or the termination of, or constitute a defaultunder, any agreement to which the Employee is a party or by which the Employeeis or may be bound.

 

7.4                                 Waiver.The rights and remedies of the parties to this Agreement are cumulative and notalternative.  Neither the failure nor any delay by either party inexercising any right, power, or privilege under this Agreement will operate asa waiver of such right, power, or privilege, and no single or partial exerciseof any such right, power, or privilege will preclude any other or furtherexercise of such right, power, or privilege or the exercise of any other right,power, or privilege. To the maximum extent permitted by applicable law, (a) noclaim or right arising out of this Agreement can be discharged by one party, inwhole or in part, by a waiver or renunciation of the claim or right unless inwriting signed by the other party; (b) no waiver that may be given by aparty will be applicable except in the specific instance for which it is given;and (c) no notice to or demand on one party will be deemed to be a waiverof any obligation of such party or of the right of the party giving such noticeor demand to take further action without notice or demand as provided in thisAgreement.

 

7.5                                 BindingEffect; Delegation of Duties Prohibited. ThisAgreement shall inure to the benefit of, and shall be binding upon, the partieshereto and their respective successors, assigns, heirs, and legalrepresentatives, including any entity with which the Employer may merge orconsolidate or to which all or substantially all of its assets may betransferred.  The duties and covenants of the Employee under thisAgreement, being personal, may not be delegated.

 

7.6                                 Indemnification.  TheEmployer shall indemnify and advance expenses to the Employee to the fullestextent permitted by California Corporate Law and the Employer’s Articles ofIncorporation and Bylaws, unless it is established that (a) the act oromission was material to the matter giving rise to the liability and wasomitted in bad faith or was the result of active and deliberate dishonesty; (b) theEmployee actually received an improper personal benefit in money, property orservices; or (c) in the case of a criminal proceeding, the Employee hadreasonable cause to believe the act or omission was unlawful.

 

7.7                                 Notices.All notices, consents, waivers, and other communications under this Agreementmust be in writing and will be deemed to have been duly given when (a) deliveredby hand (with written confirmation of receipt), (b) sent by facsimile(with written confirmation of receipt), provided that a copy is mailed byregistered 

 

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mail, returnreceipt requested, or (c) when received by the addressee, if sent by anationally recognized overnight delivery service (receipt requested), in eachcase to the appropriate addresses and facsimile numbers set forth below (or tosuch other addresses and facsimile numbers as a party may designate by noticeto the other parties):

 
| If to  Employer:     |   | GeoPetro  Resources Company         |
|----------------------|--------|-------------------------------------|
|                 |   | One  Maritime Plaza, Suite 700 |
|                 |   | San  Francisco, CA  94111 |
|                 |   | Attn:  Stuart J. Doshi              |
|                 |   |                                |
|                 |   | Fax: (415)  398-9227                |
|                 |   |                                |
| If to the  Employee: |   | As set  forth on signature page.    |

 

7.8                                 EntireAgreement; Amendments. This Agreement contains theentire agreement between the parties with respect to the subject matter hereofand supersedes all prior agreements and understandings, oral or written,between the parties hereto with respect to the subject matterhereof.  This Agreement may not be amended orally, but only by anagreement in writing signed by the parties hereto.

 

7.9                                 GoverningLaw; Forum and Venue.  This Agreement shall beconstrued according to the law of the State of California and any actions toenforce the terms of this Agreement shall be exclusively brought in eitherstate or federal court in the City and County of San Francisco, California, andeach of the parties consents to the jurisdiction of such courts (and of theappropriate appellate courts) in any such action or proceeding and waives anyobjection to venue laid therein.  Process in any action or proceedingreferred to in the preceding sentence may be served on either party anywhere inthe world.  The prevailing Party in any such action shall be entitledto recover its attorney’s fees and all costs of any such action.

 

7.10                           Severability.If any provision of this Agreement is held invalid or unenforceable by anycourt of competent jurisdiction, the other provisions of this Agreement willremain in full force and effect.  Any provision of this Agreementheld invalid or unenforceable only in part or degree will remain in full forceand effect to the extent not held invalid or unenforceable.

 

7.11                           Counterpartsand Facsimile. This Agreement may be executed inone or more counterparts, each of which will be deemed to be an original copyof this Agreement and all of which, when taken together, will be deemed toconstitute one and the same agreement.  Facsimile signatures shall beconsidered an original signature.

 

7.12                           Waiverof Jury Trial.  THE PARTIES HERETOHEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.

 

IN WITNESSWHEREOF, the parties have executed and delivered this Agreement as of the datefirst written above.

 
|   | **EMPLOYER:**               |
|--------|-----------------------------|
|   |                        |
|   | GEOPETRO  RESOURCES COMPANY |
|   |                        |
|   | By:                         | /s/ Stuart  J. Doshi |
|   | Name:                       | Stuart J.  Doshi |
|   | Title:                      | President  and CEO |

 

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|   | **EMPLOYEE:**     |
|--------|-------------------|
|   |              |   |
|   | By:               | /s/ J. Chris Steinhauser |
|   |              |   |
|   | Name:             | J. Chris Steinhauser |
|   | Address:          | C/o GeoPetro Resources Company

One Maritime Plaza, Suite 700

San Francisco, CA 94111 |
|   | Facsimile Number: | (415) 398-9227 |

 

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