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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 “Employer”), and JAMES DAVIS, (hereinafter referred to as “Davis”)
effective as of the 12th day of December, 2006.



     Attendant to Davis’s employment by Employer, Employer and Davis hereby agree, that if Davis’s
employment with the Company is terminated by the Company without “Cause” (as defined below), or
Davis’s employment with the Company is terminated because of a “Change of Control” (as defined
below), Company will pay, within three (3) months of termination of employment, Davis a cash lump
sum payment equal to two times Davis’s then current annual rate of total compensation. Also,
through the second anniversary of the employment termination, health and life insurance coverage
under the Company plans or the equivalent thereof shall be provided to Davis on the same basis as
its other senior executives.



     The term “Cause” is defined as (1) any material failure of Davis, after written notice to
perform his duties as an officer of the company; (2) commission of fraud, embezzlement or
misappropriation by Davis against the company; (3) material breech by Davis of fiduciary duties
owed to the Company; (4) conviction of Davis of a felony offense or a crime involving moral
turpitude.



     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, all of those persons who were beneficial owners of the Company’s
common stock before 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.



     This Agreement shall be binding upon and inure to the benefit of Employer, its successors,
legal representatives and assigns, and upon Davis, his heirs, executors, administrators,
representatives and assigns; provided, however, Davis agrees that his rights and obligations
hereunder are personal to him and may not be assigned without the express written consent of
Employer.



     This Agreement replaces and merges all previous agreements and discussions relating to the
same or similar subject matters between Davis and Employer and constitutes the entire agreement
between Davis and Employer 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 Employer who is expressly authorized by Employer 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,
Davis’s employment with Employer, 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 as of the
5th day
of January, 2007, to be effective as of the
12th day of December, 2006.



	 	 	 	 	 
	 	GOODRICH PETROLEUM CORPORATION

 	 
	 	By:  	/s/
Walter G. Goodrich
 	 
	 	 	Name:  	Walter G. Goodrich 	 
	 	 	Title:  	Vice-Chairman and CEO 	 
	 
	 	



JAMES DAVIS





/s/ James Davis 
JAMES DAVIS