**Exhibit 10.23**

** **

**SEVENTH AMENDMENT TO**

**EMPLOYMENT AGREEMENT**

 

ThisSEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “SEVENTH AMENDMENT”) isexecuted December 29, 2008, but effective as of January 1, 2005, byand between GeoPetro Resources Company, a California Corporation (“Company”)and Stuart J.  Doshi (“Executive”).

 

**RECITALS**

 

A.            Company and Executive are parties tothe Employment Agreement, dated June 28, 1997 (the “Original Agreement”),as amended by the Amendment to Employment Agreement, dated January 11, 2001,the Second Amendment to Employment Agreement, dated July 1, 2003, theThird Amendment to Employment Agreement, dated April 20, 2004, theRestated Fourth Amendment to Employment Agreement, dated May 9, 2005 (the “FourthAmendment”), the Fifth Amendment to Employment Agreement, dated July 28,2005 (the “Fifth Amendment”), and the Sixth Amendment to Employment Agreement,dated January 30, 2006.  TheOriginal Agreement, as amended through and including the Sixth Amendment, isreferred to herein as the “Agreement.”

 

B.            The parties hereto now wish to amendthe Agreement as set forth below.

 

NOWTHEREFORE, Company and Executive hereby agree as follows:

 

1.  Amendment of Agreement.

 

(a)                                  Section 6 of theAgreement is deleted.

 

(b)                                 The following sentence isadded to the end of Section 10:

 

                                                Any such bonusshall be paid within two and a half months of the end of the calendar year inwhich such bonus is awarded.

 

(c)                                  The following sentence isadded to the end of the first paragraph of Section 13(e):

 

Nopayment shall be made under this Section 13(e) unless suchInvoluntary Termination results in Executive’s “Separation from Service” withthe Company within the meaning of Section 1.409A-1(h) of the TreasuryRegulations, which provides that, whether a Separation from Service hasoccurred is determined based on whether the facts and circumstances indicatethat Executive and the Company reasonably anticipated that no further serviceswould be performed by Executive after such resignation or termination or thatthe level of bona fide services Executive would perform after such date(whether as an employee or as an 

 

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independentcontractor) would permanently decrease to twenty percent (20%) or less of theaverage level of bona fide services performed over the immediately precedingthirty-six (36) month period.

 

(d)                                 The following paragraph isadded to the end of Section 13 of the Agreement:

 

Allpayments under this Section 13 shall be made within thirty (30) days ofsuch termination.

 

(e)                                  Section 20 is added tothe Agreement to read in its entirety as follows:

 

Section 409A of the Code.  This Agreement is intended to comply with Section 409Aof the Code and shall be interpreted in accordance with such Section andDepartment of Treasury regulations and other interpretive guidance issuedthereunder including, without limitation, any such regulations or otherguidance issued after the effective date of this Agreement.  If Company determines that this Agreement mayor does not comply with Section 409A of the Code, Company may adopt suchamendments to this Agreement (without Executive’s consent) or adopt otherpolicies and procedures (including amendments, policies and procedures withretroactive effect), or take any other actions, that Company determines arenecessary or appropriate to (i) exempt this Agreement from the applicationof Section 409A of the Code, (ii) preserve the intended tax treatmentof the benefits provided hereunder, or (iii) comply with the requirementsof Section 409A of the Code; provided further, notwithstanding anythingcontained herein to the contrary, any provision hereof which is inconsistentwith the applicable requirements of Section 409A of the Code or anyprovision not set forth which should be included herein in order to comply withthe applicable requirements of Section 409A of the Code shall be deemedrevised or included herein, as the case may be, in a manner consistenttherewith automatically, without any action of Company or Executive.  Any reimbursements from theCompany to Executive shall be subject to the following rules: (i) The amount eligible for reimbursement in onecalendar year shall not affect the amount eligible for reimbursement in anyother calendar year; provided, however, that, in the case of an arrangement forthe reimbursement of medical expenses referred to in Section 105(b) ofthe Code, such arrangement may provide for a limit on the amount of expensesthat may be reimbursed over some or all of the period in which suchreimbursement arrangement remains in effect; (ii) Such reimbursementshall be made on or before the last day of the calendar year subsequent to thecalendar year in which the corresponding expense was incurred; and (iii) In no event shall any right to reimbursement besubject to liquidation or exchange for another benefit.

 

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2.             Integration.  To the extent of any inconsistencies betweenthe terms and conditions of the Agreement as amended prior to the date hereofand those of this Seventh Amendment, this Seventh Amendment shall govern.  Except to the extent that the provisions ofthe Agreement prior to the date hereof are so superseded, they shall remain infull force and effect.

 

3.             Counterparts.  This Seventh Amendment may be executed in oneor more counterparts, each of which shall be an original, but all of whichtogether shall constitute one instrument.

 

INWITNESS WHEREOF, Company and Executive have executed this Second Amendment asof the date first above written.

 
| GEOPETRO  RESOURCES COMPANY     |   |                 |
|---------------------------------|--------|----------------------|
|                            |   |                 |
| /s/  J. Chris Steinhauser       |   | /s/  Stuart J. Doshi |
| By:  J. Chris Steinhauser       |   | Stuart  Doshi        |
| Title:  Chief Financial Officer |   |                 |

 

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