**Exhibit 10.27**

 

**FOURTH AMENDMENT TOEMPLOYMENT 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 J. ChrisSteinhauser (“Employee”).

 

**RECITALS**

 

A.                                   Company andEmployee are parties to that certain Employment Agreement dated June 19,2000 (the “Original Agreement”), First Amendment to Employment Agreement dated December 12,2002, Second Amendment to Employment Agreement dated January 1, 2005, andThird Amendment to Employment Agreement, dated December 18, 2007.  The Original Agreement, as amended throughand including the Third Amendment, is referred to herein as the “Agreement.”

 

B.                                     The partieshereto now wish to amend the Agreement as set forth below.

 

NOWTHEREFORE, Company and Employee hereby agree as follows:

 

1.                                       Amendment ofAgreement.

 

(a)                                  Section 3.2 of theAgreement is amended to read in its entirety as follows:

 

**Death**. The Employment Term shall terminate upon Employee’sdeath.  In such event, the Company shallpay to Employee’s executors, legal representatives, or administrators, asapplicable, an amount equal to the installment of Employee’s Base Salarythrough the date of Employee’s death, payable within thirty (30) days ofdeath.  In addition, Employee’s estateshall be entitled to:  (i) any otheramounts earned, accrued or owing but not yet paid under Section 1.8 above,payable within thirty (30) days of death; and (ii) the continued right toexercise any vested stock warrant granted to Employee hereunder for theremaining term of the warrant; however, all unvested warrants as of the date ofdeath shall be terminated and canceled.

 

(b)                                 Section 3.3of the Agreement is amended to read in its entirety as follows:

 

## **Cause**.  The Company may terminate the Employment Termat any time for “cause.”  Upon suchtermination, all payments to the Employee required by this Agreement shallimmediately cease, except for unpaid Base Salary to the extent already accruedand benefits accrued, earned, or owing but not yet paid under Section 1.8above.  For purposes of this Agreement,the term “cause” shall be:  (a) anyfelonious conduct by Employee; (b) fraud, dishonesty or similar conduct byEmployee in connection with the Company; (c) any embezzlement ormisappropriation of funds or property of the Company by Employee; (d) amaterial breach by Employee of the terms of his employment (which for purposesof this Agreement shall include, without limitation, Executive’s engaging inany transaction that represents, directly or indirectly, self-dealing with theCompany or any of its affiliates that has not been approved by the President,as well as 

 

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## Employee’s failure toperform assigned duties as required under this Agreement), if in any such casesuch material breach remains uncured after 30 days (or the minimum number ofdays required to cure such breach if greater than 30) have elapsed followingthe date that the Company gave Executive written notice of that breach.  In the event that Employee is able to cure,this Agreement shall continue in full force and effect.  In the event of for “cause” termination allwarrants issued by the Company to Employee which are unvested as of the date oftermination shall be terminated and canceled; provided, however, Employee shallretain all warrants which are vested as of such date.  Upon Employee’s termination “for cause,”Employee shall only be entitled to receive, within thirty (30) days of suchtermination:  (i) his Base Salarythrough the date the termination occurs; and (ii) any benefits earned,accrued or owing but not yet paid under Section 1.8 above, but Employeeshall not be entitled to any portion of an Annual Bonus for the year oftermination.

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(c)                                  Section 3.4of the Agreement is amended to read in its entirety as follows:

 

## **Severance**.  The Company shall have the right to terminateEmployee “without cause” upon the payment of the “Severance Benefits.”  Severance Benefits shall mean, for purposesof this Agreement, the payment of the following:

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## (a)                                  cash paymentsequal to the lesser of (i) three months Base Salary or (ii) BaseSalary through the remainder of the Employment Term, payable at such times asthe Company’s customary payroll policy;

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## (b)                                 in the event oftermination “without cause,” Employee may retain all warrants issued pursuantto this Agreement, whether or not vested as of such date.

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Nopayment shall be made under this Section 3.4 unless such terminationresults in Employee’s “Separation from Service” with the Company within themeaning of Section 1.409A-1(h) of the Treasury Regulations, whichprovides that, whether a Separation from Service has occurred is determinedbased on whether the facts and circumstances indicate that Employee and theCompany reasonably anticipated that no further services would be performed byEmployee after such resignation or termination or that the level of bona fideservices Employee would perform after such date (whether as an employee or asan independent contractor) would permanently decrease to twenty percent (20%)or less of the average level of bona fide services performed over theimmediately preceding thirty-six (36) month period.

 

(d)                                 Section 14 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 the Company determines that this Agreementmay or does not comply with Section 409A of the Code, the Company mayadopt such amendments to this Agreement (without Employee’s consent) or adoptother policies and procedures (including amendments, policies and procedureswith retroactive effect), or take any other actions, that the 

 

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Companydetermines are necessary or appropriate to (i) exempt the application of Section 409Aof the Code, (ii) preserve the intended tax treatment of the benefitsprovided hereunder, or (iii) comply with the requirements of Section 409Aof the Code; provided further, notwithstanding anything contained herein to thecontrary, any provision hereof which is inconsistent with the applicablerequirements of Section 409A of the Code or any provision not set forthwhich should be included herein in order to comply with the applicablerequirements of Section 409A of the Code shall be deemed revised orincluded herein, as the case may be, in a manner consistent therewithautomatically, without any action of the 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 Amendment, this Fourth Amendment shall govern.  Except to the extent that the provisions ofthe Agreement prior to the date hereof are so superseded, they shall remain iffull 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, the Company and Employee have executed this Fourth Amendment as of the date first above written.

 
| GEOPETRO  RESOURCES COMPANY                    |   |                      |
|------------------------------------------------|--------|---------------------------|
|                                           |   |                      |
| /s/  Stuart J. Doshi                           |   | /s/  J. Chris Steinhauser |
| By:  Stuart J. Doshi  Title: President and CEO |   | J.  Chris Steinhauser     |

 

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