Exhibit 10.6

VENOCO, INC.  2007 LONG-TERM INCENTIVE PROGRAM

This Venoco, Inc. 2007 Long-Term Incentive Program (the "Program") is established pursuant to the
Venoco, Inc. Amended and Restated 2005 Stock Incentive Plan (the "Plan") and, in addition to the terms and conditions set forth below, is subject to the provisions of the Plan. Unless otherwise
defined herein, all terms used in this Program that are defined in the Plan shall have the meaning as defined in the Plan.

A.    PURPOSES

The Program is designed to enable eligible executives of Venoco, Inc. (the "Company") to share in the future success of the Company's business by providing
them an opportunity to earn shares of the Company's common stock ("Common Stock"), through the award of stock grants ("Awards") contingent upon achieving certain performance measures. Since the
executives eligible to receive Awards under the Program are those in positions to make significant and direct contributions to the success of the Company, the Program is intended, accordingly, to
promote a closer identity of interests between eligible employees and stockholders.

B.    AWARD TERMS AND CONDITIONS

1.Eligibility and Participation.All elected officers and other key employees who are considered by the
Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") to be likely to have a significant impact on the business of the Company are eligible to be designated
as participants ("Participants") and to receive Awards under the Program.

2.Awards and Award Cycles.The Committee shall, from time to time and in its sole discretion, establish such
grant cycles (the "Grant Cycles") for the Program as it deems appropriate. In connection with each such Grant Cycle, the Committee shall designate those individuals or employee groups eligible to
receive Awards with respect to such Grant Cycle and the number of target shares awarded to each such Participant ("Target Shares").

3.Vesting of Awards.The extent to which Awards under the Program are vested is determined pursuant to the
below performance criteria, based on total stockholder return ("TSR") of the Common Stock, as determined in accordance with Section 3(c):



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4.Status of Awards Post-Vesting.



5.Deferrals.A Participant may elect to defer the taxation associated with the receipt of an Award, provided
such deferral is appropriately and timely communicated to the Company in a manner acceptable to the Company and compliant with Section 409A of the Code. Any such deferral program shall be
administered by the Committee in accordance with the rules and procedures it adopts from time to time, and in accordance with Section 409A of the Code.

C.    SECTION 162(m)

Notwithstanding any other provision of the Program to the contrary, and solely with respect to those Awards (i) made after the "material modification" of
the Plan (within the meaning of Section 1.162-27(f)(2)(ii) of the Treasury Regulations) and (ii) intended to comply with Section 162(m) of the Code, such Awards shall
be granted and administered in accordance with the Plan and, without limiting the generality of the foregoing, shall not exceed the limit established for long-term incentive awards
pursuant to Section 4(a) of the Plan. For each Grant Cycle, the Committee shall establish the applicable performance goals from the list of Qualifying Performance Criteria (as defined in
Section 7(c) of the Plan) within the period of time as required pursuant to Section 162(m). No Award shall be awarded or credited, unless otherwise determined by the Committee, until
achievement of the applicable performance goals have been certified by the Committee (except where certification is not required).

D.    MISCELLANEOUS PROVISONS

1.Other Terms.The Committee shall determine the remaining terms and conditions of the Awards awarded under the
Program.

2.Amendment, Suspension or Termination of the Program.The Committee may at any time amend, suspend or
terminate the Program without the approval of the Company's stockholders.

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3.Section 409A of the Code.This Program, including any future amendments thereto which do not expressly
amend this Section, is designed, and shall be administered and operated, in the good faith
determination of the Committee, to be exempt from Section 409A of the Code. Although the Company intends to administer the Program so that it is exempt from the requirements of
Section 409A of the Code, the Company does not warrant that any Award under the Program will qualify for such exemption or for favorable tax treatment under any other provision of federal,
state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest or penalties the Participant might owe as a result of his or her participation in the Program.

4.Savings Clause.This Program is intended to comply in all respects with applicable laws and regulations. In
case any one or more of the provisions of this Program shall be held invalid, illegal or unenforceable in any respect under applicable law or regulation, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision shall be deemed null and void; provided, however, to the extent
permissible by law, any provision which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Program to be construed in compliance with all
applicable laws so as to foster the intent of this Program.

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EXHIBIT A

Comparative Group

Until such time as changed in the sole and absolute discretion of the Committee, the Comparative Group for purposes of Awards made
under the Venoco, Inc. Amended and Restated 2005 Stock Incentive Plan and pursuant to the 2007 Long-Term Incentive Program consists of the following:



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