**Exhibit 10.25**

** **

**FOURTH AMENDMENT TO**

**EMPLOYMENT AGREEMENT**

 

ThisFOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FOURTH AMENDMENT”) is executed December 29,2008, but effective as of January 1, 2005, by and between GeoPetroResources Company, a California corporation (“Company”) and David V. Creel (“Employee”).

 

**RECITALS**

 

A.            Company and Employee are parties tothat certain Employment Agreement dated April 28, 1998 (the “OriginalAgreement”), to that certain First Amendment to Employment Agreement dated June 15,2000, to that certain Second Amendment to Employment Agreement dated May 12,2003, and to that Third Amendment to Employment Agreement, dated January 1,2005.  The Original Agreement, as amendedthrough and including the Third Amendment, is referred to herein as the “Agreement.”

 

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

 

NOWTHEREFORE, Company and Employee hereby agree as follows:

 

1.                                       Amendment ofAgreement.

 

(a)                                  The followingsentence is added to the end of Section 9(d) of the Agreement:

 

Nopayment shall be made under this Section 9(d) unless such InvoluntaryTermination results in Employee’s “Separation from Service” with the Companywithin 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 Employee and the Company reasonably anticipated that no further serviceswould be performed by Employee after such resignation or termination or thatthe level of bona fide services Employee would perform after such date (whetheras an employee or as an independent contractor) would permanently decrease totwenty percent (20%) or less of the average level of bona fide services performedover the immediately preceding thirty-six (36) month period.

 

(b)                                 The following sentence isadded to the end of Section 9(g) of the Agreement:

 

Nopayment shall be made under this Section 9(g) unless such InvoluntaryTermination results in Employee’s “Separation from Service” with the Company asdefined in Section 9(d) above.

 

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(c)                                  The following paragraph isadded to the end of Section 9 of the Agreement:

 

Paymentsmade in respect of Employee’s pro rata Basic Salary through the date oftermination under either Section 9(c), Section 9(e), or Section 9(f) shallbe payable within thirty (30) days of such termination.

 

(d)                                 Section 15 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 Employee’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 Employee.  Any reimbursements from theCompany to Employee 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) Suchreimbursement shall be made on or before the last day of the calendar yearsubsequent to the calendar year in which the corresponding expense wasincurred; and (iii) In no eventshall any right to reimbursement be subject to liquidation or exchange foranother benefit.

 

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 Fourth 

 

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Amendment,this Fourth Amendment shall govern. Except to the extent that the provisions of the Agreement prior to thedate hereof are so superseded, they shall remain if full force and effect.

 

3.             Counterparts.  This Fourth 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 Employee have executed this Fourth Amendment as ofthe date first above written.

 

 
| GEOPETRO  RESOURCES COMPANY |   |                |
|-----------------------------|--------|---------------------|
|                        |   |                |
| /s/  Stuart J. Doshi        |   | /s/  David V. Creel |
| By:  Stuart J. Doshi        |   | David  V. Creel     |
| Title:  President and CEO   |   |                |

 

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