Form of Stock Option Grant


 Exhibit 10.1 
  
 INCENTIVE STOCK OPTION AGREEMENT 
  
 AGREEMENT made this
                    , between GOODRICH PETROLEUM CORPORATION, a Delaware corporation (the “Company”), and
                     (“Employee”). 
  
 To carry out the purposes of the GOODRICH PETROLEUM CORPORATION 1995 STOCK OPTION PLAN (the “Plan”), by affording Employee the
opportunity to purchase shares of the common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: 
  
 1. Grant of Option. The Company hereby irrevocably grants to
Employee the right and option (“Option”) to purchase all or any part of an aggregate of                      shares of Stock, on the
terms and conditions set forth herein and in the Plan, which Plan is incorporated herein by reference as a part of this Agreement. Exercise of the Option is subject to, and contingent upon, approval of the Plan by the stockholders of the Company on
or before 12 months after the date the Plan was adopted by the Board of Directors of the Company. This Option is intended to constitute an incentive stock option, within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended
(the “Code”). 
  
 2. Purchase Price. The
purchase price of Stock purchased pursuant to the exercise of this Option shall be $             per share, which has been determined to be not less than the fair market value of the
Stock at the date of grant of this Option. For all purposes of this Agreement, fair market value of Stock shall be determined in accordance with the provisions of the Plan. 
  
 3. Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be
exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this
Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following
schedule: 
  

			
	 Number of Full Years

	  	Percentage of Shares
That May Be Purchased


	 Less than 1 year
	  	       0%
	 1 year
	  	33.33%
	 2 years
	  	66.67%
	 3 years
	  	   100%

  
 This Option may be
exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employees’ termination of employment with the Company, except that: 






 (a) If Employee’s employment with the Company terminates by reason of disability
(within the meaning of section 22 (e)(3) of the Code), this Option may be exercised in full by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the
death of Employee) at any time during the period of one year following such termination. 
  
 (b) If Employee dies while in the employ of the Company, Employee’s estate, or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee’s death. 
  
 (c) If Employee’s employment with the Company
terminates for any reason other than as described in (a) or (b) above, unless Employee voluntarily terminates such employment or such employment is terminated for cause, this Option may be exercised by Employee at any time during the period of three
months following such termination, or by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following
Employee’s death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates. The Committee appointed by
the Board of Directors of the Company to administer the Plan (the “Committee”) may, in its sole discretion, advise Employee in writing, prior to a voluntary termination of Employee’s employment, that such termination will be treated
for purposes of this paragraph as an involuntary termination for a reason other than cause. As used in this paragraph, the term “cause” shall mean Employee’s gross negligence or willful misconduct in performance of the duties of his
employment, or Employee’s final conviction of a felony or of a misdemeanor involving moral turpitude. 
  
 This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of
exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), or (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) a combination of cash and
Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of any Option or accepted by the Company in payment of the exercise price therefore; rather, Employee shall provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in
the event of the Employee’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option. 
  
 4. Withholding of Tax. To the extent that the exercise of this
Option or the disposition of shares of Stock acquired by exercise of the Option results in compensation income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at 







 
the time of such exercise or disposition such amount of money or shares of Stock as the Company may require to meet its obligation under applicable tax laws
or regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. Upon
an exercise of this Option, the Company is further authorized in its discretion to satisfy any such withholding requirement out of any cash or shares of Stock distributable to Employee upon such exercise. 
  
 5. Status of Stock. The Company has registered for issuance
under the Securities Act of 1933, as amended (the “Act”) the shares of Stock acquirable upon exercise of this Option, and keep such registration effective throughout the period this Option is exercisable. 
  
 Employee agrees that the shares of Stock which Employees may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. Employee also agrees (i) that the certificates representing the shares of
Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock
purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities laws and (iii) that the Company may
give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. 
  
 6. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as
Employee remains an employee of either the Company, a parent or subsidiary corporation (as defined in section 424 of the Code) of the Company, or a corporation or a parent or subsidiary of such corporation assuming or substituting a new option for
this Option. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee and its determination shall be final. 
  
 7. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee. 
  
 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. 
  
 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year first above written. 
  

			
	GOODRICH PETROLEUM CORPORATION
		
	By:	 	 
	Name:	 	Robert C. Turnham Jr.
	Title:	 	President and Chief Operating Officer
	 	 	 
	 	 	 
	 	 	 
	EMPLOYEE