**Exhibit 10.3**

**VENOCO, INC.AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN**

**Notice of Stock Award**

You have been granted a right to acquire restrictedCommon Stock of the Company (the “Stock Award”), subject to the terms andconditions of this Notice of Stock Award (the “Notice”), the Venoco, Inc.Amended and Restated 2005 Stock Incentive Plan (the “Plan”), and the StockAward Agreement (the “Agreement”) attached hereto.  Unless otherwise defined herein, all termsused in this Notice that are defined in the Plan shall have the meaning asdefined in the Plan.
| Name and Address of Participant:                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Total Number of Shares of Common Stock Granted (the  “Shares”): |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Purchase Price Per Share:                                                 |   | $0.00001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Fair Market Value Per Share:                                              |   | $                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Date of Grant:                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Vesting Commencement Date:                                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Vesting Schedule:                                                         |   | Subject to the Participant’s Continuous Service and  other limitations set forth in this Notice, the Agreement and the Plan, the  Shares shall vest in accordance with the terms set forth in Exhibit A to the  Agreement. Notwithstanding the foregoing, if the Participant’s Continuous  Service is terminated by: (i) the Company for reasons other than cause or  “Misconduct” (the latter of which is defined in the applicable employment  agreement between the Participant and the Company, if any), (ii) the  Participant’s death or Disability, or (iii) a Change of Control of the  Company; then the vesting of the Shares shall fully accelerate immediately upon  such date. |
|                                                                           |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |

 

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By your signature and thesignature of the Company’s representative below, you and the Company agree thatthe Shares granted are governed by the terms and conditions of this Notice, theAgreement, and the Plan, all of which are attached to and made a part of thisdocument.
|            | **VENOCO, INC.** |
|------------|------------------|
| ** ** | ** **       |
|       | By:              |   |   |
|       |             |
|       | Its:             |   |   |

 

**PARTICIPANTACKNOWLEDGMENT**

TheParticipant acknowledges receipt of a copy of the Agreement and the Plan, andrepresents that he or she is familiar with the provisions thereof, and herebyaccepts the Shares subject to all of the terms and provisions hereof andthereof.  The Participant has reviewedthis Notice, the Agreement and the Plan in their entirety, has had anopportunity to obtain the advice of counsel prior to executing this Notice, andfully understands all provisions of this Notice, the Agreement and thePlan.  The Participant hereby agrees thatall questions of interpretation and administration relating to this Notice, theAgreement and the Plan shall be resolved by the Committee.  The Participant further agrees to the venueselection in accordance with Section 16 of the Agreement.  The Participant further agrees to notify theCompany upon any change in the residence address indicated in this Notice.

TheParticipant further acknowledges and fully understands that he or she generallyhas the right to vote the Shares from the Date of Grant, even when such Sharesare subject to a risk of forfeiture as set forth in Section 4 of the Agreement.  Notwithstanding the foregoing and only untilsuch date that an amendment to Section 10(e)(ii) of the Plan is approved by thestockholders of the Company, the Participant hereby agrees not to vote anyShares that are subject to a risk of forfeiture.
|        |         |   |
|--------|--------------|--------|
|        | Signature    |
|   |         |
|   |         |   |
|   | Printed Name |
|   |         |
|   |         |   |
|   | Dated        |

 

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**VENOCO, INC.**

**AMENDEDAND RESTATED 2005 STOCK INCENTIVE PLAN**

**Stock Award Agreement**

1.                                       Grant of Shares.  Subject to the terms and provisions of theVenoco, Inc. Amended and Restated 2005 Stock Incentive Plan (the “Plan”), theNotice of Stock Award (the “Notice”), and this Stock Award Agreement (the “Agreement”),the Company hereby grants to the Participant named in the Notice, the TotalNumber of Shares of Common Stock Granted (the “Shares”).  Unless otherwise defined herein, all termsused in this Agreement that are defined in the Plan shall have the meaning asdefined in the Plan.

2.                                       Purchase PricePer Share.  If thegranted Shares are subject to a purchase price, as set forth in the Notice, theParticipant shall have the right to purchase such Shares at the specifiedpurchase price in accordance with such procedures as may be established by theCommittee from time to time.

3.                                       Vesting.  The Shares shall vest in accordance with thevesting schedule set forth in the Notice (the “Vesting Schedule”).

4.                                       Risk of Forfeiture.

4.1                                 General Rule.  The Shares shall initially be subject to arisk of forfeiture.  The Participant maynot transfer, assign, encumber, or otherwise dispose of any Shares subject to arisk of forfeiture other than in accordance with the Notice, Agreement and thePlan.  If the Participant transfers anysuch Shares in accordance with the terms of the Notice, Agreement and the Plan,then this Section 4 shall apply to the transferee to the same extent as to the transferor.

4.2                                 Lapse of Riskof Forfeiture.  The risk offorfeiture shall lapse as the Participant vests in the Shares in accordancewith the Vesting Schedule.

4.3                                 Forfeiture ofShares.  The Shares subject to a riskof forfeiture shall automatically be forfeited and immediately returned to the Companyupon the Participant’s termination of Continuous Service; provided that if anysuch Shares were purchased by the Participant, then upon the Participant’stermination of Continuous Service, the Company shall have the right torepurchase such Shares at the original price paid by the Participant at anytime during the 90-day period following the date of the Participant’stermination of Continuous Service.  Thecertificates evidencing such Shares shall have stamped on them a special legendreferring to the Company’s right of repurchase.

4.4                                 Vesting if SaleProhibited by Insider Trading Policy.  The Company has established an insidertrading policy (as such policy may be amended from time to time, the “Policy”)relative to trading while in possession of material, undisclosedinformation.  The Policy prohibitsofficers, directors, employees, and consultants of the Company and itssubsidiaries from trading in securities of the Company during certain “BlackoutPeriods” as described in the Policy.  Ifa scheduled vesting date for Shares falls on a day during such a BlackoutPeriod, then the Shares that would otherwise have vested on such date shall notvest on such date, but shall instead vest, provided the Participant remains inContinuous Service with the

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Company, on the second business day after thelast day of the Blackout Period applicable to the Shares.

5.                                       TransferRestrictions.  The Sharesissued to the Participant hereunder may not be sold, transferred by gift,pledged, hypothecated, or otherwise transferred or disposed of by theParticipant prior to the date when the Shares become vested pursuant to theVesting Schedule.  Any attempt totransfer Shares in violation of this Section 5 shall be null and void and shallbe disregarded.

6.                                       Escrow ofShares.  For purposes of facilitatingthe enforcement of the provisions of this Agreement, the Participant agrees,immediately upon receipt of the certificate(s) for the Shares, to deliver suchcertificate(s), together with an Assignment Separate from Certificate in theform attached hereto as Exhibit B, executed in blank by the Participantwith respect to each such stock certificate, to the Secretary or AssistantSecretary of the Company, or their designee, to hold in escrow for so long assuch Shares have not vested pursuant to the Vesting Schedule, with theauthority to take all such actions and to effectuate all such transfers and/orreleases as may be necessary or appropriate to accomplish the objectives ofthis Agreement in accordance with the terms hereof.  The Participant hereby acknowledges that theappointment of the Secretary or Assistant Secretary of the Company (or theirdesignee) as the escrow holder hereunder with the stated authorities is amaterial inducement to the Company to make this Agreement and that suchappointment is coupled with an interest and is accordingly irrevocable.  The Participant agrees that such escrowholder shall not be liable to any party hereto (or to any other party) for anyactions or omissions unless such escrow holder is grossly negligent relativethereto.  The escrow holder may rely uponany letter, notice or other document executed by any signature purported to begenuine and may resign at any time.  Uponthe vesting of Shares, the escrow holder will, without further order orinstruction, transmit to the Participant the certificate evidencing suchShares, subject, however, to satisfaction of any withholding obligationsprovided in Section 9, below.

7.                                       AdditionalSecurities.  Anysecurities or cash received (other than a “Regular Dividend,” as defined inSection 8, below) as the result of ownership of the Shares (the “AdditionalSecurities”), including, but not by way of limitation, warrants, options andsecurities received as a stock dividend or stock split, or as a result of arecapitalization or reorganization or other similar change in the Company’scapital structure, shall be retained in escrow in the same manner and subjectto the same conditions and restrictions as the Shares with respect to whichthey were issued, including, without limitation, the Vesting Schedule.  The Participant shall be entitled to directthe Company to exercise any warrant or option received as Additional Securitiesupon supplying the funds necessary to do so, in which event the securities sopurchased shall constitute Additional Securities, but the Participant may notdirect the Company to sell any such warrant or option.  If Additional Securities consist of aconvertible security, the Participant may exercise any conversion right, andany securities so acquired shall constitute Additional Securities.  In the event of any change in certificatesevidencing the Shares or the Additional Securities by reason of anyrecapitalization, reorganization or other transaction that results in thecreation of Additional Securities, the escrow holder is authorized to deliverto

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the issuer the certificates evidencing theShares or the Additional Securities in exchange for the certificates of thereplacement securities.

8.                                       Distributions.  The Company shall disburse to the Participantall Regular Dividends with respect to the Shares and Additional Securities,whether vested or otherwise, less any applicable withholding obligations.  For purposes of Sections 7 and 8, the termRegular Dividends means any distribution of cash or property other thansecurities that is considered to be received as a result of a sale or exchangeof the Shares for purposes of the Code.

9.                                       Taxes.

9.1                                 Section 83(b)Election.  If theParticipant makes a timely election pursuant to Section 83(b) of the Code orsimilar provision of state law (collectively, an “83(b) Election”), theParticipant shall immediately pay the Company the amount necessary to satisfyany applicable United States federal, state, local or non-U.S. income andemployment tax withholding obligations. If the Participant does not make a timely 83(b) Election, theParticipant shall, as Shares shall vest or at the time withholding is otherwiserequired by any Applicable Law, pay the Company the amount necessary to satisfyany applicable United States federal, state, local or non-U.S. income andemployment tax withholding obligations. In the event the Participant determines to make an 83(b) Election (aform of which is attached hereto as Exhibit C), the Participant herebyrepresents that he or she understands (i) the contents and requirements of the83(b) Election, (ii) the application of Section 83(b) to the receipt of theShares by the Participant pursuant to this Agreement, (iii) the nature of theelection to be made by the Participant under Section 83(b), (iv) the effect andrequirements of the 83(b) Election under relevant state and local tax laws, (v)that the 83(b) Election must be filed with the Internal Revenue Service withinthirty (30) days following the date of this Agreement, and (vi) that theParticipant must submit a copy of such election to the Company and with his orher federal tax return for the calendar year in which the date of thisAgreement falls.

9.2                                 Tax Liability.  The Participant is ultimately liable andresponsible for all taxes owed by the Participant in connection with the grantof the Shares, regardless of any action the Company or any Affiliate takes withrespect to any tax withholding obligations that arise in connection with thegrant of such Shares.  Neither theCompany nor any Affiliate makes any representation or undertaking regarding thetreatment of any tax withholding in connection with the grant, vesting or thesubsequent sale of Shares.  The Companyand its Affiliates do not commit and are under no obligation to structure thegrant of the Shares to reduce or eliminate the Participant’s tax liability.

9.3                                 Payment ofWithholding Taxes.  Prior toany event in connection with the Shares (*e.g*.,vesting) that the Company determines may result in any tax withholdingobligation, whether United States federal, state, local or non-U.S., includingany employment tax obligation, the Participant must arrange for thesatisfaction of the minimum amount of such tax withholding obligation inaccordance with Section 10(g) of the Plan, but only to the extent as permittedby the Committee in its sole and absolute discretion.

10.                                 Stop-TransferNotices.  In order to ensure compliancewith the restrictions on transfer set forth in this Agreement, the Notice orthe Plan, the Company may issue appropriate

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“stop transfer” instructions to its transferagent, if any, and, if the Company transfers its own securities, it may makeappropriate notations to the same effect in its own records.

11.                                 Refusal toTransfer.  The Companyshall not be required (i) to transfer on its books any Shares that have beensold or otherwise transferred in violation of any of the provisions of thisAgreement or (ii) treat as owner of such Shares or to accord the right to voteor pay dividends to any purchaser or other transferee to whom such Shares shallhave been so transferred.

12.                                 RestrictiveLegends.  The certificates evidencingthe Shares shall bear legends substantially equivalent to the following:

“THE SHARES REPRESENTED BYTHIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN STOCK AWARDAGREEMENT BETWEEN VENOCO, INC. (THE “COMPANY”) AND THE NAMED STOCKHOLDER.  THE SHARES REPRESENTED BY THIS CERTIFICATEMAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH ISON FILE WITH THE SECRETARY OF THE COMPANY.”

13.                                 EntireAgreement/Governing Law.  TheNotice, this Agreement, and the Plan constitute the entire contract between theparties hereto with regard to the subject matter hereof.  They supersede any other agreements,representations, or understandings (whether oral or written and whether expressor implied) that relate to the subject matter hereof.  These agreements are to be construed inaccordance with and governed by the internal laws of the State of Delawarewithout giving effect to any choice of law rule that would cause the applicationof the laws of any jurisdiction other than the internal laws of the State ofDelaware to the rights and duties of the parties.  Should any provision of this Notice or thisAgreement be determined to be illegal or unenforceable, the other provisionsshall nevertheless remain effective and shall remain enforceable.

14.                                 Construction.  The captions used in the Notice and thisAgreement are inserted for convenience and shall not be deemed a part of theShares for construction or interpretation. Except when otherwise indicated by the context, the singular shallinclude the plural and the plural shall include the singular.  Use of the term “or” is not intended to beexclusive, unless the context clearly requires otherwise.

15.                                 Administrationand Interpretation.  Anyquestion or dispute regarding the administration or interpretation of theNotice, the Plan or this Agreement shall be submitted by the Participant or bythe Company to the Committee.  Theresolution of such question or dispute by the Committee shall be final andbinding on all persons.

16.                                 Venue.  The Company, the Participant and theParticipant’s assignees agree that any suit, action or proceeding arising outof or related to the Notice, the Plan or this Agreement shall be brought in theUnited States District Court for the District of Colorado (or should such courtlack jurisdiction to hear such action, suit or proceeding, in a Colorado statecourt in the County of Denver) and that all parties shall submit to thejurisdiction of such court.  The parties

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irrevocably waive, to the fullest extentpermitted by law, any objection the party may have to the laying of venue forany such suit, action or proceeding brought in such court.  If any one or more provisions of this Section16 shall for any reason be held invalid or unenforceable, it is the specificintent of the parties that such provisions shall be modified to the minimumextent necessary to make it or its application valid and enforceable.

17.                                 Notices.  Any notice required or permitted hereundershall be given in writing and shall be deemed effectively given upon personaldelivery, upon deposit for delivery by an internationally recognized expressmail courier service or upon deposit in the United States mail by certifiedmail (if the parties are within the United States), with postage and feesprepaid, addressed to the other party at its address as shown in theseinstruments, or to such other address as such party may designate in writingfrom time to time to the other party.

***   *   *  *   ***

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**VENOCO, INC.**

**AMENDEDAND RESTATED 2005 STOCK INCENTIVE PLAN**

Vesting Schedule Pursuantto LTIP

This Vesting Schedule isentered into pursuant to the terms of the Plan and the Venoco, Inc. 2007Long-Term Incentive Program (the “LTIP”).
| Target Shares:     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |
| Grant Cycle:       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|               |
| Comparative Group: |   | As provided on  Exhibit A to the LTIP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|               |
| Vesting:           |   | Vesting is subject to a four-year graded vesting  schedule that annually measures TSR of the Company over the Grant Cycle against  TSR of the Comparative Group. Twenty-five percent (25%) of the Shares are  first eligible for vesting each calendar year, beginning with the first year  of the Grant Cycle. Each “Tranche” shall consist of the shares first eligible  for vesting in a calendar year, plus the “Roll Forward Shares” defined below.  Vesting shall be based on the Company’s TSR during each year of the Grant  Cycle relative to the Comparative Group. |
|                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |

 
| Company TSR Relative to  Comparative Group                                        | ** ** | **Vesting Amount**                                                                                                                                                                                         |
|-----------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                        |       |                                                                                                                                                                                                       |
| Equal to or  greater than 75th percentile                                    |       | 100% of available shares in Tranche                                                                                                                                                                        |
|                                                                              |       |                                                                                                                                                                                                       |
| Equal to or  greater than 50th percentile but less than 75th percentile |       | 50% of available shares in Tranche, plus 4% of the  remaining available shares in Tranche for every percentile the Company’s TSR  is above the 50th percentile relative to the Comparative Group |
|                                                                              |       |                                                                                                                                                                                                       |
| Less than 50th percentile                                                    |       | No vesting                                                                                                                                                                                                 |

 

AnyShares not vested for a calendar year (the “Roll Forward Shares”) will berolled forward and included in the Tranche for the following year.  Any Shares not vested as of the end of theGrant Cycle will be forfeited.

**Example****:** Assume Company grants 100,000 shares ofwhich 25,000 are first eligible for vesting with respect to 2007 TSR.  If the Company’s TSR for 2007 is at the 60th percentile, 70% of the firstTranche will vest (50%, plus 10 x 4% x remaining 50%) or 17,500 shares.  The balance of 7,500 shares will be availablefor vesting in the 2008 Tranche, together with the 25,000 shares first eligiblefor vesting with respect to 2008 TSR, for a total available Tranche of 32,500shares.
| Vesting Date: | The Committee shall make the determination of  whether the above vesting schedule is satisfied using the information available  to it on the last trading day of each calendar year. Such determination shall  occur as soon as administratively possible following such calendar year, and  in no event later than March 15th of the calendar year following the calendar  year for which TSR was measured. |
|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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