FOURTH AMENDMENT TO
This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FOURTH
AMENDMENT”) is executed December 29, 2008, but effective as of January 1, 2005, by and between
GeoPetro Resources Company, a California corporation (“Company”) and David V. Creel (“Employee”).
A. Company and Employee are parties to that certain Employment Agreement dated April 28,
1998 (the “Original Agreement”), 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 amended through
and including the Third Amendment, is referred to herein as the “Agreement.”
B. The parties hereto now wish to amend the Agreement as set forth below.
NOW THEREFORE, Company and Employee hereby agree as follows:
1. Amendment of Agreement .
(a) The following sentence is added to the end of Section 9(d) of the Agreement:
No payment shall be made under this Section 9(d) unless such Involuntary Termination
results in Employee’s “Separation from Service” with the Company within the meaning of
Section 1.409A-1(h) of the Treasury Regulations, which provides that, whether a
Separation from Service has occurred is determined based on whether the facts and
circumstances indicate that Employee and the Company reasonably anticipated that no
further services would be performed by Employee after such resignation or termination or
that the level of bona fide services Employee would perform after such date (whether as
an employee or as an independent contractor) would permanently decrease to twenty
percent (20%) or less of the average level of bona fide services performed over the
immediately preceding thirty-six (36) month period.