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Executive Employment Agreement

Executive Employment Agreement

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Date: 8/8/2016
Industry: Oil and Gas Operations     Sector: Energy

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Exhibit 10.4



GRAN TIERRA ENERGY CANADA ULC , an Alberta corporation (“ GTE ULC ”) and GRAN TIERRA ENERGY INC. , a Nevada corporation (“ Gran Tierra ”)

 (GTE ULC and Gran Tierra are collectively referred to herein as, the “ Company ”)

- and -

ED CALDWELL , an individual ordinarily resident in Calgary in the Province of Alberta

 (the “ Executive ”)

 (GTE ULC, Gran Tierra and the Executive are collectively referred to herein as the “ Parties

and individually referred to herein as a “ Party ”)



The Executive has been employed by GTE ULC since June 24, 2016 in the position of VP Health, Safety and Environment & Corporate Social Responsibility (HSE & CSR);



GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and



The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since June 24, 2016 .

In consideration of the above and for other good and valuable consideration, including enhancements to the Executive’s entitlement to an annual bonus and increasing the amount payable to the Executive in the event the Executive’s employment is terminated without cause or terminated contemporaneously with a Change of Control (as defined below), the Parties agree as follows:

Article 1


1.1 Position

On the terms and subject to the conditions hereinafter contained, the Executive will continue in employment with GTE ULC as its VP Health, Safety and Environment & Corporate Social Responsibility and as VP Health, Safety and Environment & Corporate Social Responsibility of Gran Tierra. The Executive shall report to and be subject to the general direction of the President and Chief Executive Officer of Gran Tierra (the “ President ”) and shall undertake those duties customarily performed by a person holding the same or equivalent position in entities of a similar size, engaged in a similar business, as well as such other related duties that may be reasonably assigned by the President.







1.2 Exclusive Service & Other Engagements

The Executive will faithfully serve the Company and will devote his full time and attention to the business and affairs of the Company and the performance of the Executive's duties and responsibilities hereunder.

The Executive shall not engage in any other business, profession or occupation which would conflict with the performance of his duties and responsibilities under this Agreement, either directly or indirectly, including accepting any appointment to the board of directors of another company without the prior written consent of the board of directors of Gran Tierra (the “ Board ”).

1.3 Reassignment

The Executive agrees that the Company may modify or remove the Executive’s assigned duties; or change the place of the Executive’s employment without additional compensation to the Executive, in accordance with the Company’s needs. The parties acknowledge and agree that any such change of duties and responsibilities will not amount to, or constitute a constructive dismissal at common law, nor provide the Executive with Good Reason, so long as the change in duties and responsibilities are comparable to the Executive’s existing duties and commensurate with the position then held by the Executive.

1.4 Travel

The Executive shall work at GTE ULC’s offices in Calgary, Alberta. The Executive shall be available for such business related travel as may be required for the purposes of carrying out the Executive’s duties and responsibilities hereunder. Such travel shall be in accordance with the Company’s travel policy as amended from time to time.

Article 2

The Company will pay the Executive an annual salary of $300,000 Canadian Dollars, subject to applicable statutory deductions (the “ Base Salary ”). The Executive’s Base Salary will be payable in accordance with the Company’s practices and procedures as they may exist from time to time. Base Salary will be reviewed and may be increased on an annual basis.

Article 3

3.1 Bonus Eligibility

The Executive shall be eligible to receive a target annual bonus of 50% of Base Salary in addition to the Executive’s Base Salary and other compensation for each year of the Executive’s employment (the “ Bonus ”).


3.2 Bonus Payment

The Bonus shall be payable by the Company shortly after the finalization of year end financials, and will be based upon factors determined by the Board, including but not limited to financial, operating, and strategic goals, and the Executive’s performance during the preceding year.






Article 4

The Executive will be entitled to participate in and to receive all rights and benefits under any life insurance, disability, medical, dental, health and accident plans maintained by the Company for its employees and for its executive officers specifically. The Company will continue to pay the Executive’s Base Salary in the event that the Executive becomes disabled until such time as the Executive begins to receive short-term or long-term disability insurance benefits or a final decision is made that there is no such entitlement.

Article 5

The Executive will be entitled to twenty-five (25) days’ paid vacation per year. This vacation entitlement shall be earned over the course of each year that the Executive is employed and the Executive shall be entitled to a proportionate period of vacation for any period of less than a full year of employment. The Executive will arrange vacation time to suit the essential business needs of the Company. Unused vacation entitlement in any year will be carried over into the following calendar year to a maximum entitlement of thirty (30) days in any one year. Upon termination for any reason, the Executive will be paid out any accrued but unused vacation entitlement.

Article 6

The Executive will be eligible to participate in the Company’s Long Term Incentive Plan. The Executive’s Long Term Incentive target will be 200 % of Base Salary, in accordance with the terms and conditions of Gran Tierra’s 2007 Equity Incentive Plan, to be amended from time to time (the “ Plan ”). The Executive will be eligible to participate in the Plan and in all applicable future stock option plans and/or incentive award plans as approved by the Board. In the event that the Executive’s employment is terminated for any reason, the Executive’s equity in the Company as well as any option grants (vested and non-vested options) in the Company, shall be governed by the terms and conditions of the Plan, without regard to any termination notice, payment in lieu of notice, or combination thereof that may be required pursuant to this Agreement or the common law.

Article 7

The Executive shall be reimbursed for all reasonable out of pocket expenses incurred in the course of his employment, upon providing reasonable substantiation and appropriate receipts for such expenditures.

Article 8

8.1 Term

The Executive’s term of employment commenced on June 24, 2016 and will continue until terminated in accordance with this Article 8.






8.2 Termination Without Notice

This Agreement and the Executive’s employment hereunder may be terminated, without advance notice of termination or pay in lieu of such notice, whether under contract, statute, common law or otherwise, in the following circumstances:


Voluntary Resignation

In the event that the Executive voluntarily resigns, except where the Executive resigns for Good Reason, the Executive will give ninety (90) days’ advance written notice. The Executive will not be entitled to receive any further compensation or benefits whatsoever other than those which have accrued up to the Executive’s last day of active service. The Company may, at its discretion, waive in whole or in part such notice by providing the Executive with payment in lieu equal to all amounts that would have been paid to the Executive for the remainder of such notice period;



The Company may terminate the employment of the Executive at any time without notice for Cause. The Executive will not be entitled to receive any further compensation or benefits whatsoever other than those which have accrued up to the Executive’s last day of active service.

"Cause" means any act or omission of the Executive which would, at common law, permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee.



In the event of the death of the Executive during the term of this Agreement, the Parties agree and acknowledge that this Agreement and the Executive’s employment hereunder will be deemed to be terminated and the Company will not be obligated to provide the Executive, or his estate, with any additional compensation excepting that which had already accrued to the Executive up to and including the date of termination, and any other death benefits that may be payable pursuant to the terms of applicable insurance coverage.

8.3 Termination by the Company without Cause

The Company may terminate the Executive’s employment without Cause at any time by providing the Executive with a separation package (the “ Separation Package ”) equal to one (1) times the Base Salary and the Bonus that was paid or was payable to the Executive during the twelve (12) month period prior to the termination date. 

The Separation Package shall be payable in a lump sum within thirty (30) days of the termination date. The Executive shall not be required to mitigate any portion of the Separation Package by seeking other employment nor shall it be reduced by any remuneration or compensation earned by the Executive after the termination date.








8.4 Termination by the Executive for Good Reason.

Should the Executive terminate his employment for Good Reason, as hereinafter defined, he shall receive the Separation Package set out in section 8.3. Failure of the Executive to terminate his employment on the occurrence of any event which would constitute Good Reason shall not constitute waiver of his rights under section 8.4 or section 8.3, provided that the Executive tenders his resignation within thirty (30) days after the occurrence of the event that forms the basis for the resignation for Good Reason and provided, however, except in the event of a Change of Control (as hereinafter defined), that the Executive has provided written notice to the Company describing the nature of the event that the Executive believes forms the basis for the resignation for Good Reason, and the Company shall thereafter have ten (10) days to cure such event.

“Good Reason” is defined as the occurrence of any of the following without the Executive’s express written consent:


an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;



a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;


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