Amended and Restated Severance Agreement, David R. Looney



 Exhibit 10.3 
 AMENDED AND RESTATED 
 SEVERANCE AGREEMENT 
 THIS AGREEMENT is made and entered into by and between Goodrich Petroleum Corporation, a Delaware corporation, having an office at 808 Travis,
Suite 1320, Houston, Texas, 77002 (hereinafter referred to as “Company” and “Employer”), and David R. Looney (hereinafter referred to as “Looney”), effective as of November 5, 2007. 
 Attendant to Looney’s continued employment by Employer, Employer and Looney hereby agree that, if Looney’s employment with the Company is
terminated either by the Company without “Cause” (as defined below), whether before or after a Change of Control, or by Looney due to a Change in Duties (as defined below) on or within 18 months following a Change of Control (as defined
below), the Employer will pay Looney a cash lump sum payment equal to two times Looney’s then “current annual rate of total compensation” (as defined below). The cash payment shall be made within 90 days of Looney’s termination,
but not later than the March 15 following the taxable year in which Looney’s employment terminates, unless it is determined that at the time of his termination Looney is a “specified employee,” as defined in Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) (the “specified employee identification date” shall be December 31 and the “specified employee effective date” shall be April 1), in which event such
lump sum payment shall instead be made (without interest) on the first business day that is six months after Looney’s termination (or on his death, if earlier). Also, through the second anniversary of the date of his termination of employment,
health and life insurance coverage under the Company plans or the equivalent thereof shall be provided to Looney on the same basis as it is provided to the other senior executives of the Company, but only to the extent such coverage is exempt from
Section 409A of the Code. 
 As used in this Agreement, the following definitions shall apply: 
 1. “Current annual rate of total compensation” means the sum of (i) Looney’s rate of annual base salary as in effect
immediately prior to the Change of Control or his subsequent termination of employment, whichever is greater, (ii) the annual cash bonus last awarded to Looney immediately prior to the Change of Control or the most recent annual cash bonus
awarded to Looney, whichever is greater, and (iii) the value of the annual Company equity awards received by Looney in the 12-month period preceding the Change of Control or in the 12-month period preceding his termination of employment,
whichever period has the greater value of equity awards. In regards to cash bonuses and/or equity awards received pursuant to items (ii) and (iii) above, for purposes of this calculation, any special or one time cash bonuses or equity
awards shall be excluded. In determining the value of an equity award for this purpose, the value of a phantom stock or restricted stock grant shall be equal to the number of phantom stock units or shares of stock, as the case may be, multiplied by
the reported closing price per share of the stock on the date of grant of the award. The value of a stock option or stock appreciation rights grant shall be the Black-Scholes value of such award on its date of grant, utilizing the same input
parameters as utilized by the Company in determining the proper expenses to record for such grant as required by FAS 123R, as verified by the Accounting Firm (as defined below). No other items of compensation shall be considered for this purpose.








 2. “Cause” means (1) any material failure of Looney, after written notice,
to perform his duties as an officer of the Company; (2) the commission of fraud, embezzlement or misappropriation by Looney against the Company; (3) a material breech by Looney of his fiduciary duty owed by him to the Company or its
affiliates, or of any written workplace policies applicable to him (including the Company’s code of conduct and policy on workplace harassment), whether adopted on or after the date of this Agreement; or the (4) conviction of Looney of a
felony offense or a crime involving moral turpitude. 
 3. A “Change of Control” of the Company is deemed to have
occurred if (1) there is a sale, lease or other transfer of all or substantially all of the assets of the Company; (2) the Company or its shareholders adopt a plan relating to the liquidation or dissolution of the Company; (3) any
person or group of persons acting in concert becomes the beneficial owner of fifty percent (50%) or more of the voting power of the Company’s securities generally entitled to vote in the election of directors; or (4) there occurs a
merger or consolidation of the Company unless, for at least six months after the transaction, beneficially own greater than fifty (50%) of the total voting power of all securities generally entitled to vote in the election of directors,
managers or trustees of the surviving entity. 
 4. “Change in Duties” shall mean the occurrence, on or within 18
months after the date upon which a Change of Control occurs, of any one or more of the following: (1) a reduction in the duties or responsibilities of Looney from those applicable to him immediately prior to the date on which the Change of
Control occurs; (2) a reduction in Looney’s current annual rate of total compensation; or (3) a change in the location of Looney’s principal place of employment by more than 50 miles from the location where he was principally
employed immediately prior to the date on which the Change of Control occurs, unless such relocation is agreed to in writing by Looney; provided, however, that a relocation scheduled prior to the date of the Change of Control shall not constitute a
Change in Duties. Looney must provide written notice to the Company of any alleged Change in Duties within 60 days of such change and the Company shall have a period of 30 days in which it may remedy the condition. In the event it is remedied by the
Company within such “cure” period, such event shall cease to be a Change in Duties for purposes of this Agreement. In the event it is not timely remedied by the Company, Looney may terminate his employment due to a Change in Duties at any
time during the 30 day period following the end of the “cure” period. 
 In the event Looney receives any payments or benefits
(“Payments”), whether or not under this Agreement and without regard to whether his employment terminates, that are subject to the tax imposed by section 4999 of the Code (or any similar tax) (“Excise Tax”), but excluding the
Additional Payment (as defined below), the Company shall pay Looney an additional lump sum amount (“Additional Payment”) in cash equal to the amount of Excise Tax and any interest or penalties incurred therewith on the Payments, less all
taxes required to be withheld by the Company with respect to the Additional Payment. The parties agree and acknowledge that the Additional Payment is not intended to include a tax gross-up amount with respect to the income, excise and other taxes on
the Additional Payment. 







 All determinations of, and relating to, whether any Payment will be subject to the Excise Tax and the
amount of any Additional Payment shall be made by a nationally recognized certified public accounting firm, selected by the Company with the consent of Looney, that does not serve as an accountant or auditor for either the Company or any person
effecting the “change of control” (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations to the Company and Looney within five business days of the receipt of notice from the Company requesting
a calculation hereunder. The Additional Payment will be made by the Company to Looney as soon as practical following the Accounting Firm’s determination of the Additional Payment and in no event later than three business days after receipt of
the calculation of the Additional Payment amount from the Accounting Firm. All fees and expenses of the Accounting Firm will be paid by the Company. Any subsequent increase in the Excise Tax as a result of a settlement or otherwise with the IRS
shall be handled in a similar manner as provided above with respect to the initial determination. Notwithstanding anything in this paragraph to the contrary, in all events the Additional Payment shall be made prior to the end of Looney’s
taxable year next following Looney’s taxable year in which he remits the related taxes. In addition, in the event of any increase in the amount of the Additional Payment as a result of a tax audit or litigation, such increased Additional Amount
shall be paid to Looney before the end of his taxable year following his taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority. 
 This Agreement shall be binding upon and inure to the benefit of the Company, its successors, legal representatives and assigns, and upon Looney, his
heirs, executors, administrators, representatives and assigns; provided, however, Looney agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of the Company. 
 This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Looney and the Company
and constitutes the entire agreement between Looney and the Company with respect to the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee,
officer, or representative of employer or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. 
 If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application. 
 Any controversy or claim arising out of or relating to this Agreement, the breach thereof, Looney’s employment with the Company, or the termination
thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. To select an arbitrator, each party shall strike a name from 








 
the list submitted by AAA with the grieving party striking first. The arbitrator shall not have the power to add to or ignore any of the terms and conditions
of this Agreement. His decision shall not go beyond what is necessary for the interpretation and application if this Agreement and obligations of the parties under this Agreement. Cost of such arbitration, but not attorney’s fees, will be paid
by the losing party. 
 The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement. 
 This Agreement may be executed in any number of counterparts, all of which shall constitute the same instrument. 
 IN WITNESS WHEREOF, the undersigned intending to be legally bound, have executed this Agreement on November 5, 2007, effective as of the date
provided above. 
  

			
	 GOODRICH PETROLEUM CORPORATION

		
	By:	 	 /s/ Walter G. Goodrich

	Name:	 	Walter G. Goodrich
	Title:	 	Vice-Chairman and
		 	Chief Executive Officer
	
	 DAVID R. LOONEY

	
	 /s/ David R. Looney