Exhibit 10.24
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“ Agreement ”), is made and entered into
effective as of April 27, 2009 (the “Effective
Date”), by and between GeoPetro Resources Company,
a California corporation (the “ Employer
”), and J. Chris Steinhauser, an individual (the
“ Employee ”).
The parties, intending to be legally
bound, agree as follows:
1.
DEFINITIONS
For the purposes of this Agreement,
the following terms have the meanings specified or referred to in
this Section 1 .
“ Agreement ”
means this Employment Agreement, as amended, restated or otherwise
modified from time to time.
“ Benefits ” is
defined in Section 3.2 .
“ Confidential
Information ” means any and all:
(a)
trade secrets concerning the
business and affairs of the Employer, whether a technical, business
or other nature that is disclosed to the Employee or that is
otherwise learned by Employee in the course of employment with the
Employer, including but not limited to know-how, processes,
designs, samples, inventions and ideas, past, current, and planned
property or mineral acquisition, and all information related
thereto, exploration or development activities or methods, customer
and vendor lists, business plans as well as any other information,
however documented, that is a trade secret under California law, as
in effect as of the date hereof and as amended from time to time;
and
(b)
information concerning the business
and affairs of the Employer (which includes historical financial
statements, financial projections and budgets, historical and
projected sales, historical and projected net earnings, capital
spending budgets and plans, however documented).
(c)
“Confidential
Information” shall not include information, data, knowledge
and know-how that (a) is in the Employee’s possession
prior to disclosure to the Employee , as shown by documents and
other competent evidence in Employee’s possession,
(b) is in the public domain prior to disclosure to the
Employee, (c) lawfully enters the public domain through no
violation of this Agreement after disclosure to the Employee,
(d) becomes available to the Employee on a non-confidential
basis from a source other than the Employer, provided that such
source is not known by the Employee to be bound by a
confidentiality agreement with the Employer or another
party,
“ Effective Date
” means April 27, 2009.
“ Employee Invention
” means any idea, invention, or improvement (whether
patentable or not), any industrial design (whether registrable or
not), and any work of authorship (whether or not copyright
protection may be obtained for it) created, conceived, or developed
by the Employee, either solely or in conjunction with others,
during the Employment Period, or a period that includes a portion
of the Employment Period, that relates to the business then being
conducted or proposed to be conducted by the Employer.
“ Employment Period
” means the period of the Employee’s employment under
this Agreement.
“ For Cause ”
means: (a) the Employee’s material breach of this
Agreement; (b) the Employee’s failure to adhere to any
written Employer policy; (c) the appropriation (or attempted
appropriation) of a material business opportunity of the Employer,
including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the
Employer; (d) the misappropriation (or attempted
misappropriation) of any
of the Employer’s funds or property; or
(e) the conviction of, or the entering of a guilty plea or
plea of no contest with respect to, a felony.
“ Person ” means
any individual, corporation (including any non-profit corporation),
general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental
body.
“President” means the
president of the Employer.
“ Salary ” is
defined in Section 3.1 .
2.
EMPLOYMENT TERMS AND
DUTIES
2.1
Employment
. The Employer hereby employs the
Employee, and the Employee hereby accepts employment by the
Employer, upon the terms and conditions set forth in this
Agreement.
2.2
Term . The Employer hereby employs the Employee
effective as of the Effective Date. The employment with
the Employer is not for any specified period of time. As
a result, either the Employer or the Employee is free to terminate
the employment relationship at any time, subject to the other
provisions of this Agreement. Unless earlier terminated,
this Agreement will terminate on April 27, 2012.
2.3
Termination
. If the Employee is terminated by
the Employer for any reason (including a Change of Control as
hereinafter defined), other than For Cause, he will receive Salary
as severance in an amount equal to nine months of Salary, provided
however, if less than nine months remain until the Termination
Date, the Employee shall only receive Salary for such shorter
period as remains until the Termination Date. No
severance payments will be made until Employee executes a valid
release of any and all claims that he may have relating to his
employment against the Employer and its agents in a form provided
by the Employer. If Employee does not execute and deliver
such release on or before sixty-five (65) days after such
termination, or such release is revoked by Employee within the
seven (7) days following execution, then Employee shall not be
entitled to any severance otherwise due under this
Section 2.3. If the Employee is terminated For Cause, or
resigns, his Salary and Benefits will terminate immediately upon
leaving the Employer. The Employer may terminate
Employee For Cause only after (a) Employee has had the
opportunity to discuss such termination with the President, and
(b) the President has provided the Employee with a written
statement terminating Employee’s employment and specifying,
in reasonable detail, the “For Cause”
termination. If a matter purportedly giving rise to a
“For Cause” termination could be cured by Employee, the
President shall not take any action to terminate the Employee
hereunder unless and until the Employee has received written notice
from the President of the Employer specifying such cause and
Employee shall have failed to cure or correct such cause within 30
days after receiving such notice.
For purposes of this Agreement, a
Change of Control shall mean the first to occur of:
(i)
a single event or transaction
resulting in any “person” (as defined in
Section 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) other
than (1) the Employer or any Affiliate of the Employer as of
the date of this Agreement, (2) any employee benefit plan of
the Employer or any Affiliate of the Employer, or (3) any
person or entity organized, appointed or established by the
Employer for or pursuant to the terms of any such plan, acquiring
beneficial ownership of voting securities of the Employer, is or
becomes the beneficial owner, directly or indirectly, of securities
of the Employer representing 80% or more of the combined voting
power of the Employer’s then outstanding securities;
or
(ii)
consummation of a reorganization,
merger or consolidation of the Employer (a “ Business
Combination ”), in each case, unless, following such
Business Combination, the individuals and entities who were the
beneficial owners of outstanding voting securities of the Employer
immediately prior to such Business Combination beneficially own, by
reason of such ownership of the Employer’s voting securities
immediately before the Business Combination, directly or
indirectly, more than 20% of the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors of the Employer resulting from such Business
Combination (including, without limitation, a company which as a
result of such transaction owns the Employer or all or
substantially all of the Employer’s assets either directly or
through one or more subsidiaries) in
2
substantially the same proportions as their
ownership of the outstanding voting securities of the Employer
immediately prior to such Business Combination.
Notwithstanding the foregoing
subparagraphs (i) through (ii), in no event shall any
transaction or series of transactions entered into between the
Employer, or their respective Affiliates as of the date of this
Agreement or entities wholly owned by the forgoing, or changes
associated therewith, be considered a Change in Control.
No severance shall be paid under
this Section 2.3 unless such termination results in
Employee’s “Separation from Service” with the
Employer 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 Employer
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 (or the full period of
services to the Employer if the Employee had been providing
services to the Employer for less than 36 months).
2.4
Duties . The Employee shall serve as Chief Financial
Officer of the Employer or in such other capacity as appointed by
the President, and will have such duties as are assigned or
delegated to the Employee by, and shall report to, the President.
The Employee will devote all of his business time, attention,
skill, and energy to the business of the Employer, will use his
best efforts to promote the success of the Employer’s
business, and will cooperate fully with the President in the
advancement of the best interests of the
Employer. Employee will not compete with the Employer
during the Employment Period. Nothing in this
Section 2.4 , however, will prevent the Employee from
engaging in additional activities in connection with personal
investments and community affairs that are not inconsistent with
the Employee’s duties under this Agreement. At the
Employer’s request, Employee may also perform services for
companies that have a business relationship with the
Employer. Unless agreed to by the Employer, Employee
will receive no additional Salary or Benefits or other compensation
for these services.
3.
COMPENSATION
3.1
Salary . The Employee will be paid an annual salary of
$225,000 (the “ Salary ”), which will be payable
in equal periodic installments according to the Employer’s
customary payroll practices, but no less frequently than
monthly. During the term of this Agreement, the
salary may be increased by the President.
3.2
Benefits . During the Employment Period, the Employee
shall be permitted to participate in such pension, profit sharing,
bonus, life insurance, hospitalization, major medical, and other
employee benefit plans of the Employer that may be in effect from
time to time, to the extent the Employee is eligible under the
terms of those plans (collectively, the “ Benefits
”).
3.3
Stock Options
. The Employee has
previously received stock option grants totaling 150,000 stock
options of GeoPetro Resources Company common stock (the “
Stock Options ”) dated May 13, 2003 having an
exercise price of $2.10 per share. The Stock Options are
fully vested as of the effective date hereof. The exercise
price of the Stock Options shall b
