Exhibit 10.1

RESIGNATION AND RELEASE AGREEMENT

This Resignation and Release Agreement ("Agreement") is made and entered into this
20th day of October, 2008 by and between Mark DePuy ("Employee"), and Venoco, Inc.
("Employer" or the "Company").

WHEREAS, Employee and the Company are parties to that certain Employment Agreement dated as of August 22, 2005 as amended on
July 10, 2006 (the "Employment Agreement");

WHEREAS, pursuant to an award agreement dated August 15, 2005 (the"2005 Award
Agreement") Employee was granted options to purchase 187,500 shares of Company common stock under the Company's 2000 Stock Incentive Plan as more particularly described on
Exhibit "A" hereto (the "2005 Option Grant");

WHEREAS, pursuant to an award agreement dated January 23, 2006 (the "2006 Award
Agreement") Employee was granted options to purchase 100,000 shares of Company common stock under the
Company's Amended and Restated 2005 Stock Incentive Plan, as more particularly described in Exhibit "A" (the "2006 Option Grant");

WHEREAS, Employee and Company have mutually agreed that Employee will resign his current position as the Company's Executive Vice
President and Chief Operating Officer and, effective with such resignation, the Employment Agreement will terminate and all rights and obligations arising thereunder will cease and be released by the
parties hereto; and

WHEREAS, in consideration of the mutual promises and obligations contained herein, the sufficiency of which consideration is hereby
acknowledged by each party, Employee and the Company hereby agree as follows.

1.Resignation Date.    Employee shall resign his employment with the Company effective November 3, 2008
(the "Resignation Date").

2.Payments and Benefits.



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3.Release of All Claims.



4.Employee's Obligations.    Employee agrees not to assign or bring, and warrants that he has not assigned or
brought, any claim, complaint, charge, or proceeding against Employer in any court or other forum, related to, arising from or attributed to the Employment Agreement, the termination thereof, or any
other matter covered by the release contained in Section 3(a) of this Agreement.

5.Warranties.    Employee agrees, represents and warrants that:



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6.No Admission of Liability.    Employee acknowledges that Employer has entered into this Agreement for the sole
purpose of resolving all matters arising under the employment relationship between Employer and Employee. Employee further agrees that neither this Agreement nor any action or acts taken in connection
with this Agreement, nor pursuant to it, will constitute an admission or any evidence of wrongdoing on the part of Employer, its employees, directors, agents or any other person or entity.

7.Confidentiality/Non-Compete/Non-Solicitation.



8.Consulting Agreement.    From November 4, 2008 through December 31, 2008, Employee shall provide
consulting services to Company if and as requested by Company pursuant to the Company's standard form consulting agreement attached hereto as Exhibit "B". Employee's services shall be billed at
the rate of $175/hour and Company agrees to engage Employee for a minimum of 80 hours per month during the period.

9.Entire Agreement.    This Agreement constitutes the entire agreement of the parties relating to the employment
and termination of employment of Employee with Employer. Except as otherwise provided in this Agreement, all previous agreements and representations between Employer and Employee are superseded by
this Agreement, including, without limitation, the Employment Agreement, which is hereby terminated. No term, provision or condition of this Agreement may be modified in any respect except by a
writing executed by both parties hereto. Except as expressly set forth herein, no person has made any representations or promises on behalf of any of the parties. This Agreement has not been executed
in reliance upon any representation or promise except those contained herein.

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10.Waiver.    The failure of either party to enforce or to require timely compliance with any term or provision of
this Agreement shall not be deemed to be a waiver or relinquishment of rights or obligations arising hereunder, nor shall such failure preclude or estop the subsequent enforcement of such term or
provision or the enforcement of any subsequent breach.

11.Severability.    Every part, term or provision of this Agreement is severable from the others. This Agreement
has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected by any possible future finding of a duly constituted
authority that a particular part, term or provision is invalid, void or unenforceable.

12.Construction.    This Agreement shall be deemed drafted equally by all the parties. Its language shall be
construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are for
convenience and are not intended to affect construction or interpretation. This Agreement represents a compromise of disputed claims and is not to be construed as an admission, direct or indirect,
against any interest of the parties. The plural includes the singular and the singular includes the plural; "and" and "or" are each used both conjunctively and disjunctively; "any" and "all" each mean
"any and all"; "each" and "every" each mean "each and every"; and "including" and "includes" are each "without limitation."

13.Choice of Law.    This Agreement shall be interpreted and construed in accordance with and shall be governed by
the laws of the State of Colorado and, where applicable, the laws of the United States.

14.Timing of Settlement and Payment.    Employee acknowledges and agrees that he has been allowed at least
21 days to consider this Agreement before accepting (and, in the event that he executes this Agreement prior to the twenty-first (21st) day after receipt of it, he expressly intends such
execution as a waiver of any rights he has to review the Agreement for the full 21 days and represents that any such waiver is voluntary and made without any pressure, representations or
incentives from the Company for such early execution). Upon execution, Employee will have seven days to revoke this Agreement. This Agreement shall not become effective or enforceable, and the
Severance Amount will not be paid, until the expiration of this seven day period. If Employee chooses to revoke this Agreement, he must provide written notice to the Company's General Counsel by
facsimile to (805) 745-1816 during the Revocation Period. If Employee does not revoke this Agreement during the Revocation Period, the right to revoke is lost. At its option,
Employer may require that Employee acknowledge in writing that he has not revoked this Agreement during this seven day period as a prerequisite for payment of the Severance Amount. The consideration
set forth in Section 2 represents full and final payment of all wages, compensation, bonuses, stock, stock options or other benefits from the Company which are or could be due to him under the
terms of his employment with the Company, the Employment Agreement, the 2005 Award Agreement, the 2006 Award Agreement, or otherwise.

15.Advice to Seek Counsel.    Employee acknowledges and agrees that he is hereby being advised to consult with an
attorney prior to executing this Agreement.

16.Acknowledgment of Terms.    Employee acknowledges that he has carefully read this Agreement; that he has had
the opportunity for review of it by his attorney; that he fully understands

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its
final and binding effect; that the only promises and representations made to him/her to sign this Agreement are those stated herein; and that he is signing this Agreement voluntarily.

EMPLOYEE/s/ Mark DePuy Mark DePuyVENOCO, INC.By:

/s/ Timothy M. Marquez Timothy M. Marquez
Chief Executive Officer


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Exhibit "A"
Outstanding Options as of October 20, 2008

Plan

Date
Granted

Ex. Price

Total
Granted

Vested

Exercised

Unvested2000


8/15/2005


12.00


93,750


75,000


1,000


18,7502000


8/15/2005


13.33


93,750


75,000


0


18,7502005


1/23/2006


20.00


100,000


60,000


0


40,000


Outstanding Options Following Resignation Date

Plan

Date
Granted

Ex. Price

Vested

Expiration
Date

Unvested2000


8/15/05


12.00


45,875


October 31, 2011


02000


8/15/05


13.33


46,875


October 31, 2011


02005


1/23/06


20.00


50,000


October 31, 2011


0


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