Exhibit 10.2


 


VENOCO,
INC.


2000
STOCK INCENTIVE PLAN


 


Amendment No. 1


 


THIS AMENDMENT No. 1
to the Venoco, Inc. (the “Company”) 2000 Stock Incentive Plan (the “Plan”)
is dated November 17, 2008 to amend the Plan in the following respects.


 


WHEREAS,
the Compensation Committee (the “Committee”) of the Company’s Board of
Directors has the authority to amend the Plan pursuant to Section 4.5 of
the Plan;


 


WHEREAS,
the Committee desires to amend the Plan to comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, so as to avoid additional
taxes and interest under that section for participants in the Plan;


 


WHEREAS,
the Committee desires to make certain other amendments deemed necessary or
advisable to maintain compliance with applicable laws, rules and
regulations.


 


NOW
THEREFORE, the Committee hereby amends the Plan in the
following respects:


 


1.                                       Delayed
Option Payment.  Effective as of the
date written above, Section 2.2.2 is deleted in its entirety and replaced
with the following:


 


“Term.  Each Option shall expire not more than 10
years after its date of grant.  Each
Option will be subject to earlier termination as provided in or pursuant to
Sections 2.5 or 4.2.  Any payment of cash
or delivery of stock in payment of or pursuant to an Option may be delayed
until a future date if (i) specifically authorized by the Committee and
Participant in writing, and (ii) the Committee has received advice of
counsel that such delay is not likely to result in additional tax under Section 409A.”


 


2.                                       Exercise
Price of Option.  Effective as of the
date written above, Section 2.3.1(b) is deleted in its entirety and
replaced with the following:


 


“(b)                           100% of
Fair Market Value of the Common Stock on the date of grant;”


 


3.                                       Term
Extension upon Termination of Employment. 
Effective as of the date written above, Section 2.5.6 is deleted in
its entirety and replaced with the following:


 


“Committee Discretion.  Notwithstanding the foregoing provisions of
this Section 2.5, in the event of, or in anticipation of, a termination of
employment or service with the Company for any reason, other than a discharge
for Cause, the Committee may accelerate the vesting and exercisability of all
or a portion of the Participant’s Award, and/or, subject to the provisions of
Sections 2.2.2 and 4.2, extend the exercisability period of the Participant’s
Option, conditioned upon the Committee obtaining the advice of counsel that
such delay is not likely to result in 


 

















 


additional tax under Section 409A,
upon such terms as the Committee determines and as expressly set forth in or by
amendment to the Award Agreement.”


 


4.                                       Adjustment
to Option Terms.  Effective as of the
date written above, Section 2.6 is deleted in its entirety and replaced
with the following:


 


“Option Repricing/Cancellation and Regrant/Waiver of
Restrictions.  Subject to Section 1.4
and Section 4.5, the specific limitations on Options contained in this
Plan, and the Committee obtaining the advice of counsel that such adjustment is
not likely to result in the imposition of additional tax or interest under Section 409A,
the Committee from time to time may authorize, generally or in specific cases
only, for the benefit of any Eligible Person, any adjustment in the exercise
price, the vesting schedule, the number of shares subject to, or the term of,
an Option granted under this Plan by cancellation of an outstanding Option and
a subsequent regranting of the Option, by amendment, by substitution of an
outstanding Option, by waiver or by other legally valid means.  Such amendment or other action may result in,
among other changes, an exercise price that is higher or lower than the
exercise price of the original or prior Option, provide for a greater or lesser
number of shares of Common Stock subject to the Option, or provide for a longer
or shorter vesting or exercise period.”


 


5.                                       Delayed
Restricted Stock Award Payment. 
Effective as of the date written above, Section 3.4 is deleted in
its entirety and replaced with the following:


 


“Term.  Any Restricted Stock Award shall either vest
or be forfeited not more than 10 years after the date of grant.  Each Restricted Stock Award will be subject
to earlier termination as provided in or pursuant to Section 4.2.  Any payment of cash or delivery of stock in
payment for a Restricted Stock Award may be delayed until a future date if (i) specifically
authorized by the Committee and the Participant in writing, and (ii) the
Committee has received advice of counsel that such delay is not likely to
result in additional tax under Section 409A.”


 


6.                                       Exercise
Price of Restricted Stock Awards. 
Effective as of the date written above, Section 3.5.1 is deleted in
its entirety and replaced with the following:


 


“Pricing Limits.  Subject to the following provisions of this Section 3.5,
the Committee will determine the purchase price per share of the Common Stock
covered by each Restricted Stock Award at the time of grant of the Award.  In no case will such purchase price be less
than 100% of the Fair Market Value of the Common Stock on the date of grant, or
at the time the purchase is consummated.”


 


7.                                       Award
Adjustment Pursuant to Corporate Transaction.  Effective as of the date written above, the
first paragraph of Section 4.2.1 is deleted in its entirety and replaced
with the following:


 


2

















 


“Adjustments. 
Upon or in contemplation of any reclassification, recapitalization,
stock split (including a stock split in the form of a stock dividend) or
reverse stock split; any merger, combination, consolidation or other
reorganization; any split-up; spin-off, or similar extraordinary dividend
distribution (“spin-off”) in respect of the Common Stock (whether in the form
of securities or property); any exchange of Common Stock or other securities of
the Corporation, or any similar, unusual or extraordinary corporate transaction
in respect of the Common Stock; or a sale of substantially all the assets of
the Corporation as an entirety (“asset sale”); then the Committee shall, and in
such manner, to such extent (if any) and at such time as it deems appropriate
and equitable in the circumstances and in a manner that counsel advises will
not likely result in additional tax under Section 409A:”


 


8.                                       Golden
Parachutes.  Effective as of the date
written above, Section 4.2.6 is deleted in its entirety and replaced with
the following:


 


“Golden
Parachute Limitations. 
Unless otherwise specified in an Award Agreement or otherwise authorized
by the Board in the specific case, no vesting of or lapse of restrictions
imposed on an Award will be accelerated under this Plan to an extent or in a
manner that would result in payments that are not fully deductible by the
Company for federal income tax purposes because of Section 280G of the
Code.  If a Participant would be entitled
to benefits or payments hereunder and under any other plan or program that
would constitute “parachute payments” as defined in Section 280G of the
Code, then the Participant may by written notice to the Company designate the
order in which such parachute payments will be reduced or modified (provided
that Participant’s nondeferred compensation must be reduced or modified prior
to the Participant’s deferred compensation) so that the Company is not denied
any federal income tax deductions for any “parachute payments” because of Section 280G
of the Code.”


 


9.                                       Section 409A
Savings Clause.  Effective as of the
date written above, a new Section 4.14 shall be added as follows:


 


“4.14                  Section 409A Savings Clause.  The Options are intended to qualify as stock
options not providing for the deferral of compensation, as described in
Treasury Regulation Section 1.409A-1(b)(5)(i)(A). This Plan shall always
be construed and applied in accordance with such intentions.  To the extent any Options could become
subject to additional taxes and interest under Section 409A, the Company
and Participants shall cooperate to amend this Plan with the goal of giving the
Participants the economic benefits described herein in a manner that does not
result in additional tax and interest being imposed under Section 409A.”


 


3

















 


10.                                 Definition
of Fair Market Value.  Effective as
of the date written above, subparagraph (d) of the definition of “Fair
Market Value” in Section 5 is deleted in its entirety and replaced with
the following:


 


“(d)                           if the stock is not listed or admitted to trade on a
national securities exchange, is not reported on the National Market Reporting
System and if bid and asked prices for the stock are not furnished by the NASD
or a similar organization, the “fair market value,” as that term is used in
proposed or final regulations promulgated under Section 409A, as
determined by an independent third party selected by the Participant and the
Company.  Such fair market value shall be
based on the trading values of a comparable group of public companies with
appropriate discounts for the illiquidity and minority status of the shares,
and any other factors necessary for a reasonable valuation method.  All fees and expenses of the independent
third party shall be borne equally by the Company and the Participant.”


 


11.                                 Definition
of Section 409A.  Effective as
of the date written above, the following shall be added to the list of
definitions in Section 5:


 


““Section 409A” means Section 409A
of the Internal Revenue Code of 1986, as amended.”


 


12.                                 ISO
Revisions.  Effective as of the date
written above, Sections 2.3.1(c), 2.4, and 4.5.2 are deleted in their entirety.


 


[The
remainder of this page is left intentionally blank.]


 


4

















 


IN WITNESS WHEREOF, the
Company, by its duly authorized officer, has executed this Amendment No. 1
to the 2000 Stock Incentive Plan as of the date first indicated above.


 


	
   

  	
  VENOCO, INC.

  
	
   

  	
  A Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Timothy M. Marquez

  
	
   

  	
  By:

  	
  Timothy M. Marquez

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  



 


5