Amended and Restated Severance Agreement, Robert C. Turnham



 Exhibit 10.2 
 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 Robert C. Turnham, Jr., (hereinafter referred to as “Turnham”), effective as of November 5, 2007. 
 Attendant to Turnham’s continued employment by Employer, Employer and Turnham hereby agree that, if Turnham’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 Turnham 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 Turnham a cash lump sum payment equal to two times Turnham’s then “current annual rate of total compensation” (as defined below). The cash payment shall be made within 90 days of Turnham’s
termination, but not later than the March 15 following the taxable year in which Turnham’s employment terminates, unless it is determined that at the time of his termination Turnham 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 Turnham’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 Turnham 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) Turnham’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 Turnham immediately prior to the Change of Control or the most recent annual cash
bonus awarded to Turnham, whichever is greater, and (iii) the value of the annual Company equity awards received by Turnham 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 Turnham, after written
notice, to perform his duties as an officer of the Company; (2) the commission of fraud, embezzlement or misappropriation by Turnham against the Company; (3) a material breech by Turnham 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 Turnham
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 Turnham from those applicable to him immediately prior to the
date on which the Change of Control occurs; (2) a reduction in Turnham’s current annual rate of total compensation; or (3) a change in the location of Turnham’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 Turnham; provided, however, that a relocation scheduled prior to the date of the Change
of Control shall not constitute a Change in Duties. Turnham 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, Turnham 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
Turnham 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 Turnham 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 Turnham, 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 Turnham 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 Turnham 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
Turnham’s taxable year next following Turnham’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 Turnham 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 Turnham, his
heirs, executors, administrators, representatives and assigns; provided, however, Turnham 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 Turnham and the
Company and constitutes the entire agreement between Turnham 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, Turnham’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
	
	ROBERT C. TURNHAM, JR.
	
	 /s/ Robert C. Turnham, Jr.

	Robert C. Turnham, Jr.