Form of Restricted Stock Award


 Exhibit 10.2 
  
 Goodrich Petroleum Corporation 
 1995 Stock Option Plan 
  
 Grant of Restricted (Phantom) Stock 
  

	Grantee:	                     

  

	Grant Date:	                     

  

	1.	Grant of Restricted (Phantom) Stock. Goodrich Petroleum Corporation (the “Company”) hereby grants to you
                     restricted shares of Phantom Stock (“Restricted Stock”) under the Goodrich Petroleum Corporation 1995 Stock
Option Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan,
the Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise. Upon vesting, you will be entitled to receive the vested
amount of the Restricted Stock in shares of Common Stock of the Company or, as determined by the Company in its sole discretion, in cash. 

  

	2.	Regular Vesting. Except as otherwise provided in Paragraph 3 below, the shares of Restricted Stock granted hereunder shall vest on the anniversaries of the above Grant
Date as follows: 

  

			
	 Grant Date

	 	 Cumulative
 Vested Percentage


	 1st Anniversary
	 	33 1/3%
	 2nd Anniversary
	 	66 2/3%
	 3rd Anniversary
	 	  100%

  
 Vesting with respect to a fractional
share shall be rounded up to the next whole share. 
  

	3.	Events Occurring Prior to Regular Vesting. 

  

	 	(a)	Death or Disability. If, prior to becoming fully vested in the shares of Restricted Stock hereby granted, you cease to be an employee of the Company as a result of
your death or a disability that entitles you to benefits under the Company’s long-term disability plan, the shares of Restricted Stock then held by you automatically will become fully vested upon such termination. 








	 	(b)	Other Terminations. If you terminate from the Company for any reason other than as provided in paragraph 3(a), all unvested shares of Restricted Stock then held by you
automatically shall be forfeited without payment upon such termination. 

  

	 	(c)	Change of Control. All outstanding shares of Restricted Stock held by you at the time of a Change of Control automatically shall become fully vested upon the Change of
Control. 

  
 For purposes of this Agreement, your
employment with a parent or subsidiary of the Company shall be deemed to be employment with the Company. 
  

	4.	Stock Certificates. Upon vesting, the Company shall cause a stock certificate to be issued in your name for the shares of Restricted Stock that become vested, except
to the extent the Compensation Committee, in its discretion, provides for the payment of cash equal to the Fair Market Value of a share of Common Stock in lieu of the issuance of a share of Common Stock. 

  

	5.	Limitations Upon Transfer. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way
(whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or
otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void. 

  

	6.	Restrictions. By accepting this grant, you agree that any shares of stock which you may acquire upon the vesting and payment of this award, if any, will not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. The Company intends to register the shares under the Plan on Form S-8 filed with the Securities and Exchange Commission.


  

	7.	Withholding of Tax. To the extent that the grant or vesting of Restricted Stock results in the receipt of compensation by you with respect to which the Company or an
affiliate has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by you that are acceptable to the Company or such affiliate, you shall deliver to the Company or the affiliate such amount of money as
the Company or the affiliate may require to meet its withholding obligations under such applicable law. No issuance of a share of stock shall be made pursuant to this Agreement until you have paid or made arrangements approved by the Company or the
affiliate to satisfy in full the applicable tax withholding requirements of the Company or affiliate. 

  

	8.	 Phantom Dividends. If during the period the shares of Restricted Stock are held by you the Company pays a dividend on its common stock, you will be
credited with additional shares of Restricted Stock hereunder equal to the Fair Market Value of such dividends. Such additional shares of Restricted Stock shall be subject to the same vesting 



  

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provisions and other provisions of this Agreement as if part of the tandem Restricted Stock to which the phantom dividend relates.



  

	9.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under
you. 

  

	10.	Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to the Restricted Stock granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto
relating to the subject matter hereof are hereby null and void and of no further force and effect. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.


  

	11.	Governing Law. This grant shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles
thereof. 

  
 Please return this Agreement signed to the Company. The
enclosed copy is for your records. 
  

											
	 Agreed and accepted
 by
Grantee
	 	 	 	Goodrich Petroleum Corporation
				
	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	Name:	 	Robert C. Turnham, Jr.
	 	 	 	 	 	 	 	 	Title:	 	President and COO

  
  
  
  
  
  

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 Addendum to 
 Goodrich Petroleum Corporation 
 1995 Stock Option Plan 
  
 Grant of Restricted (Phantom) Stock 
  
 Notwithstanding anything in the Plan or my Restricted (Phantom) Stock
Agreement (“Agreement”) to the contrary, if the Company determines that the terms of the award do not satisfy the requirements of new Section 409A of the Internal Revenue Code, in whole or in part, the Company may unilaterally modify the
terms of the Agreement or the Plan in such manner as it deems necessary to comply with such new law and any regulations or guidance issued thereunder by the Internal Revenue Service. 
  

											
	 Agreed and accepted
 by
Grantee
	 	 	 	Goodrich Petroleum Corporation
				
	 	 	 	 	 By:
	 	 
	Date:	 	 	 	 	 	 	 	Name:	 	Robert C. Turnham, Jr.
	 	 	 	 	 	 	 	 	Title:	 	President and COO

  

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