Unassociated Document


    Exhibit
10.2

    


    


    EXECUTIVE
EMPLOYMENT AGREEMENT

     

    BETWEEN:

    


    GRAN TIERRA ENERGY INC., an
Alberta corporation (“GTEI”) and Gran
Tierra Energy Inc., a Nevada corporation (“Gran Tierra”)

     

    (GTEI and
Gran Tierra are collectively referred to herein as, the “Company”)

     

    - and
-

     

    SHANE P. O’LEARY, an
individual ordinarily resident in the City of Calgary in the Province of
Alberta

     

    (the
“Executive”)

     

    (collectively
referred to as the “Parties”)

     

    RECITALS:

     

    
      
        
          	
                  A.

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

                


        

      

    

     

    
      	
              B.

            	
              The
      Company wishes to secure the services of the Executive in the role of
      Chief Operating Officer of the
business.

            


    

    
    

    


    THEREFORE, the Parties agree
as follows:

     

    ARTICLE
1

    DUTIES
AND RESPONSIBILITIES

     

    1.1 Position

     

    The
Company confirms the appointment of the Executive to the position of Chief
Operating Officer. The Executive will undertake those 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 the
Company (the “Board”).
The Executive will report to the President and Chief Executive Officer. The
parties agree that the relationship between the Company 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

     

    The
Company shall not reassign the Executive to another position within the Company
itself, or to a position within a subsidiary, affiliated or related corporate
entity (“Member Company”
or “Member Companies”)
or alter the duties, responsibilities, title, or reporting lines of the
Executive or change the location of the Executive’s employment unless the
Executive agrees to such reassignment or alteration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4 Travel

     

    The
Executive shall be employed at the Company’s location in Calgary, Alberta. 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 business class tickets for domestic or
international flights with a duration of more than 1 hour. The Executive will be
entitled to choose suitable accommodations when traveling on Company
business.

     

    ARTICLE
2

    TERM
OF EMPLOYMENT

     

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

     

    ARTICLE
3

    BASE
SALARY

     

    The
Executive will be paid an annual salary in an amount determined by the Board,
subject to applicable statutory deductions (the “Base Salary”). The Executive’s
Base Salary will be payable in accordance with Company 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 Board, 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”) as
determined by the Board from time to time.

     

    4.2 Bonus Payment

     

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

     

    ARTICLE
6

    VACATION

     

    The
Executive will be entitled to five weeks 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 Company. Unused vacation entitlement
will be carried over into the following calendar year to a maximum entitlement
of eight weeks in any one year. On leaving the employment of the Company for
whatever reason, the Company will compensate the Executive for any accrued but
unused vacation entitlement based upon the Executive’s then current Base
Salary.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
7

    STOCK
OPTIONS

     

    The
Company will provide the Executive with the right to participate in stock option
plans and/or incentive award plans approved by the Board.

     

    ARTICLE
8

    PERQUISITES
AND EXPENSES

     

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

     

    ARTICLE
9

    TERMINATION
OF EMPLOYMENT

     

    9.1 Termination Without
Notice

     

    This
Agreement and the Executive’s employment with the Company may be terminated,
without the Company 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 Company. 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 Company. The Company 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:

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

            	
              participation
      in a fraud against the Company;

            


    

    


    
      	
            	
              (c)

            	
              participation
      in an act of dishonesty against the Company intended to result in your
      personal enrichment;

            


    

    


    
      	
            	
              (d)

            	
              willful
      material breach of the Company's written
  policies;

            


    

    


    
      	
            	
              (e)

            	
              intentional
      significant damage to the Company's property by
  you;

            


    

    


    
      	
            	
              (f)

            	
              material
      breach of this Agreement; or

            


    

    


    
      	
            	
              (g)

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

            


    

    


    The
Company may not terminate your employment for Cause unless and until you receive
a copy of a resolution duly adopted by the affirmative vote of at least a
majority of the Board of Directors of the Company ("Board") finding that in the
good faith opinion of the Board, that "Cause" exists and specifying the
particulars thereof in reasonable detail.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      9.2 Termination by the Company without
Cause

    

     

    The
Company 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 and one-half years’ Total Cash Compensation.

    


    “Total
Cash Compensation” is defined as the annualized amount of Base Salary plus Bonus
Payment for the prior 18-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, the Executive may terminate his employment for Good Reason so long as
the Executive tenders his resignation to the Company within thirty (30) days
after the occurrence of the event that forms the basis for the resignation for
Good Reason; provided, however, that the Executive must provide written notice
to the Company describing the nature of the event that the Executive believes
forms the basis for the resignation for Good Reason, and the Company 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)

            	
              an
      adverse change in the Executive’s position, titles, duties or
      responsibilities (including new, additional or changed formal or informal
      reporting 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 Company of the Executive’s Base Salary except to the
      extent that the annual base salaries of all other executive officers of
      the Company 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 the Company’s Compensation Committee (and approved
      by the Board of Directors) 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;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      Change in Control (as defined below) of the Company occurs;
    or

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      breach by the Company 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 the Company;

            


    

    


    
      
        	
              	
                (b)

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

              


      

    

    


    
      	
            	
              (c)

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

            


    

     

    
      
        
        

      

      
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    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 Gran 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.

              


      

    

     

    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 Gran
Tierra 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 the Company 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 the Company that such knowledge and experience shall be
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 as he is employed by the Company
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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    11.2 Confidentiality

     

    The
Executive further recognizes and understands that in the performance of his
employment duties and responsibilities as outlined in this Agreement, he will be
a key employee of the Company 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 the Company 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 Company, the
Executive shall not be prohibited from obtaining employment with or otherwise
forming or participating in a business competitive to the business of the
Company after termination of this Agreement and the Executive’s employment with
the Company.

     

    ARTICLE
12

    CHANGES
TO AGREEMENT

     

    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 Company may assign this
agreement to a Member Company, without the consent of the
Executive.

     

    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 Company.

     

    15.2 Notice to Company

     

    Any
notice required or permitted to be given to the Company 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:  Chief
Executive Officer

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
16

    WITHHOLDING

     

    All
payments made by the Company 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.

    


     

    


    (remainder
of page intentionally left blank)

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN WITNESS OF WHICH the
Parties have duly executed this Agreement as of the date set forth below, with
an effective date as of January 26, 2009.

     

    
      	GRAN TIERRA ENERGY INC., an
      Alberta corporation	 	GRAN
      TIERRA ENERGY INC., a Nevada corporation
	 	 	 
	 	 
      	 	 	 
      
	By:	
              /s/Dana Coffield                                              

            	 	By:	
              /s/Dana Coffield                                                            

            
	 	
                     Name:
      Dana Coffield

            	 	 	
                    
      Name: Dana Coffield

            
	 	
                     Title:  
      President and CEO

            	 	 	
                    
      Title:   President and CEO

            
	Date:	
              January 26, 2009                                       

            	 	Date:	
              January 26, 2009                                    

            
	 	 
      	 	 	 
      
	 	 
      	 	

              EXECUTIVE

            
	 	 
      	 	 	 
      
	 	 
      	 	 	 
      
	 	 
      	 	By:	
               /s/
      Shane P. O’Leary                                      

            
	 	 
      	 	 	
                    
      Shane P. O’Leary

            
	 	 	 	 	 
	 	 
      	 	Date: 	
              January 26, 2009                                                       

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	

              SIGNED,
      SEALED & DELIVERED

              In
      the presence of:

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               Witness

            	 	 	 


    

     

    
      
        
        

      

      
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    SCHEDULE
A

     

    Duties
& Responsibilities

     

    ·     Execute
the goals, policies and objectives established by the Chief Executive Officer
and the Board of Directors.  Assist in developing and coordinating all
major activities involved in achieving business objectives, including business
development.

    


    ·     Formulate
operating strategies between and within Business Units to align with the overall
strategic direction of Gran Tierra Energy.  Responsible for developing
operating policies and implementing business strategies.  Oversee the
planning, direction and coordination of all activities related to operations
including exploration, development, production, processing and
transportation.

     

    
      
        
        

      

      
        9