Exhibit 10.2


 


VENOCO,
INC.


2000
STOCK INCENTIVE PLAN


NONQUALIFIED
STOCK OPTION AGREEMENT


 


THIS
NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) by and
between Venoco, Inc., a Delaware Company (the “Company”), and Mark DePuy (the “Participant”) evidences the nonqualified stock option
(the “Option”) granted
by the Company to the Participant as to the number of shares of the Company’s
common stock, $0.01 par value (the “Common
Stock”) set forth below.


 


	
  Award
  Date

  	
   

  	
  Number of Shares of

  Common Stock

  	
   

  	
  Exercise Price 

  per Share

  	
   

  	
  Expiration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 15,
  2005

  	
   

  	
  12.5

  	
   

  	
  $

  	
  90,000.00

  	
   

  	
  August 15,
  2015

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 15,
  2005

  	
   

  	
  12.5

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  August 15,
  2015

  	
   

  



 


Vesting.  The Option shall become vested as to 20% of
the total number of shares of Common Stock subject to the Option, pro rata for
each of the exercise prices, on the Award Date. 
The Option shall become vested as to the remaining shares of Common
Stock in equal amounts, pro rata for each of the exercise prices, on the first,
second, third and fourth anniversary of the Award Date, such that the Option
will be fully vested on the fourth anniversary of the Award Date.


 


Terms and Conditions.  The Option is granted under the Venoco,
Inc. 2000 Stock Incentive Plan (the “Plan”).  The Option is subject to the provisions of
the Plan (except for Appendix A attached thereto) and the Terms and Conditions
of Nonqualified Stock Option (the “Terms”)
attached to this Option Agreement and incorporated herein by reference.  The Option has been granted to the
Participant in addition to, and not in lieu of, any other form of compensation
otherwise payable or to be paid to the Participant.  The Option is not and shall not be deemed to
be an incentive stock option within the meaning of Section 422 of the
Code.  Capitalized terms are defined in
the Plan if not defined herein or in the Terms. 
The parties agree to the terms of the Option set forth herein.  The Participant acknowledges receipt of a
copy of the Terms and the Plan, specifically acknowledges and agrees to Section
17 of the Terms, and agrees to maintain in confidence all information provided
by the Company in connection with the Option.


 


	
  “PARTICIPANT”

  	
   

  	
  VENOCO, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mark DePuy

  	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  	
   

  
	
     Mark
  DePuy

  	
   

  	
  Timothy M.
  Marquez

  
	
   

  	
   

  	
  Chief
  Executive Officer

  



 





















 


TERMS
AND CONDITIONS OF


 


NONQUALIFIED
STOCK OPTION AGREEMENT


 


WITH
MARK DEPUY


 


1.             Vesting; Limits on Exercise.


 


1.1           As
set forth on the cover page of this Option Agreement, the Option shall vest and
become exercisable in percentage installments of the aggregate number of shares
of Common Stock subject to the Option. 
The Option may be exercised only to the extent the Option is vested and
exercisable.


 


1.2           To
the extent that the Option is vested and exercisable, the Participant has the
right to exercise the Option (to the extent not previously exercised), and such
right shall continue, until the expiration or earlier termination of the
Option.


 


1.3           Fractional
share interests shall be disregarded, but may be cumulated. Cash will be paid
in lieu of fractional shares at the time of exercise.


 


1.4           No
fewer than 2 shares of Common Stock (subject to adjustment pursuant to Section
4.2.1 of the Plan) may be purchased at any one time, unless the number of
shares purchased is the total number at the time exercisable under the Option.


 


2.             Continuance of Employment/Service Required; No
Employment/Service Commitment.


 


2.1           The
vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement.  Partial employment or
service, even if substantial, during any vesting period will not entitle the
Participant to any proportionate vesting or avoid or mitigate a termination of
rights and benefits upon or following a termination of employment or service as
provided in Section 5 below or under the Plan.


 


2.2           Nothing
contained in this Option Agreement or the Plan constitutes an employment
commitment by the Company, affects the Participant’s status as an employee who
is subject to termination without cause, confers upon the Participant any right
to remain employed by or in service to the Company or any Subsidiary, interferes
in any way with the right of the Company or any Subsidiary at any time to
terminate such employment or service, or affects the right of the Company or
any Subsidiary to increase or decrease the Participant’s other compensation.


 


3.             Method of Exercise of Option.


 


3.1           The
Option shall be exercisable by the delivery to the Secretary of the Company of:


 


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(a)           an
executed Option Exercise Agreement in substantially the form attached hereto as
Exhibit “A” or such other form as the Committee may require from time to time
(the “Exercise Agreement”);


 


(b)           payment
for the Exercise Price as provided pursuant to Section 3.2 below;


 


(c)           satisfaction
of the tax withholding provisions of Section 4.4 of the Plan; and


 


(d)           any
written statements or agreements required by the Committee to be made by the
Participant pursuant to Section 4.3 of the Plan.


 


3.2           Payment
for the shares of Common Stock to be purchased pursuant to the Option may be
made by any of the following methods:


 


(a)           Participant
may pay by check or electronic funds transfer to the Company, subject to such
specific procedures or directions as the Committee may establish.


 


(b)           Participant
may elect to receive upon exercise of the Option the net number of shares of
Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A
x B) – (A x C)


B


 


For the
purpose of this formula:


 


A = the total number of shares with respect
to which the Option is then being exercised.


B = the Fair Market Value (as defined in the
Plan) per share of the Common Stock on the date the Exercise Agreement is
executed.


C = the exercise price in effect for the
shares with respect to which the Option is being exercise.


 


4.             Change in Control.


 


4.1           In
accordance with Section 4.2.2 of the Plan, immediately upon the occurrence of a
Change in Control (as defined below), the Option shall become fully vested and
exercisable.  Subject to Sections 4.2.3
through 4.2.6 of the Plan, the Participant shall have the right to exercise the
Option (to the extent not previously exercised) until the Expiration Date or
earlier termination of the Option.


 


4.2           For
the purpose of this Option Agreement, a “Change in
Control” shall mean the occurrence of one of the following
events:


 


(a)           Timothy
M. Marquez, Bernadette B. Marquez, their respective legal


 


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representatives, devisees, donees and heirs and any Trust for the
benefit of either or both of Timothy M. Marquez and Bernadette B. Marquez
and/or the issue of either of them (the “Marquez Family”) individually or
collectively no longer are the “beneficial owners” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing more than 50% of the combined voting
power of the Company’s then outstanding securities;


 


(b)           the
stockholders of the Company approve and the Company consumates a merger or
consolidation of the Company with any other Company, other than (a) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 65% of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding immediately
after such merger or consolidation or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no “person” (as such term is used in Section 13(d) and 14(d) of the Exchange
Act other than the Marquez Family) acquires more than 50% of the combined
voting power of the Company’s then outstanding securities; or


 


(c)             the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets. 
For purposes of this clause (c), the term “the sale or disposition by
the Company of all or substantially all of the Company’s assets” shall mean a
sale or other disposition transaction or series of related transactions (other
than transactions related to the creation of a master limited partnership or
royalty trust in which the Company continues its corporate existence) involving
assets of the Company or of any direct or indirect subsidiary of the Company
(including the stock of any direct or indirect subsidiary of the Company) in
which the value of the assets or stock being sold or otherwise disposed of (as
measured by the purchase price being paid therefor or by such other method as
the Board of Directors of the Company determines is appropriate in a case where
there is no readily ascertainable purchase price) constitutes more than
two-thirds of the “fair market value of the Company” (as hereinafter
defined).  For purposes of the preceding
sentence, the “fair market value of the Company” shall be the aggregate market
value of the Company’s outstanding common stock (on a fully diluted basis) plus
the aggregate market value of the Company’s other outstanding equity
securities.  The aggregate market value
of the Company’s equity securities shall be determined by multiplying the
number of shares of the Company’s common stock (on a fully diluted basis)
outstanding on the date of the execution and delivery of a definitive agreement
with respect to the transaction or series of related transactions (the
“Transaction Date”) by the average closing price of such security for the ten trading
days immediately preceding the Transaction Date, or if not publicly traded, by
such other method as the Board of Directors of the Company shall determine is
appropriate.


 


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5.             Termination of Employment or Service.


 


5.1           In
the event the Participant’s employment by or service to the Company is
terminated by the Company for any reason other than for Misconduct (as defined
below), the Option shall become fully vested and exercisable.  The Participant shall have the right to
exercise the Option (to the extent not previously exercised), and such right
shall continue, until the earlier of the expiration of the Option or two (2)
years following the date on which the Participant’s employment or service
terminated.


 


5.2           In
the event the Participant’s employment by or service to the Company is
terminated by the Company because of the Participant’s Misconduct, the Option
(regardless of whether all or a portion of the Option is vested), and all other
rights in respect thereof, shall terminate and become null and void on the date
of such termination.


 


5.3           In
the event the Participant’s employment by or service to the Company terminates
for any reason other than as described in Section 5.1 or 5.2, the unvested
portion of the Option, and all other rights in respect thereof, shall terminate
and become null and void on the date on which the Participant’s employment or
service terminated.  The Participant
shall have the right to exercise the vested portion of the Option (to the
extent not previously exercised), and such right shall continue, until the
earlier of the expiration of the Option or two (2) years following the date on
which the Participant’s employment or service terminated.


 


5.4           For
the purpose of this Option Agreement, “Misconduct”
shall have the meaning provided in the Employment Agreement by and between the
Company and the Participant dated March 1, 2005, as the same may be amended
from time to time.


 


6.             Non-Transferability of Options.  The Option and any other rights of the
Participant under this Option Agreement or the Plan are nontransferable and
exercisable only by the Participant, except as set forth in Section 1.5 of the
Plan.


 


7.             Securities Law Compliance.  The Participant acknowledges that the Option
and the shares of Common Stock are not being registered under the Securities
Act, based, in part, in reliance upon an exemption from registration under
Securities and Exchange Commission Rule 701 promulgated under the Securities
Act of 1933, and a comparable exemption from qualification under the Colorado
Securities Act, as each may be amended from time to time.  The Participant, by executing this Option
Agreement, hereby makes the following representations to the Company and
acknowledges that the Company’s reliance on federal and state securities law
exemptions from registration and qualification is predicated, in substantial
part, upon the accuracy of these representations:


 


7.1           The
Participant is acquiring the Option and, if and when he exercises the Option, will
acquire the shares of Common Stock solely for the Participant’s own account,
for investment purposes only, and not with a view to or an intent to sell, or
to offer for resale in connection with any unregistered distribution, all or
any portion of the shares within the meaning of the Securities Act, the
Colorado Securities Act, or other applicable state securities laws.


 


7.2           The
Participant has had an opportunity to ask questions and receive answers from
the Company regarding the terms and conditions of the Option and the
restrictions imposed on


 


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any shares of Common Stock purchased upon exercise of the Option.  The Participant has been furnished with,
and/or has access to, such information as he considers necessary or appropriate
for deciding whether to exercise the Option and purchase shares of Common
Stock.  However, in evaluating the merits
and risks of an investment in the Common Stock, the Participant has and will
rely upon the advice of his/her own legal counsel, tax advisors, and/or
investment advisors.


 


7.3           The
Participant is aware that the Option may be of no practical value, that any
value it may have depends on its vesting and exercisability as well as an
increase in the value of the underlying shares of Common Stock to an amount in
excess of the Exercise Price, and that any investment in common shares of a
closely held Company such as the Company is non-marketable, non-transferable
and could require capital to be invested for an indefinite period of time,
possibly without return, and at substantial risk of loss.


 


7.4           The
Participant understands that any shares of Common Stock acquired on exercise of
the Option will be characterized as “restricted securities” under the federal
securities laws, and that, under such laws and applicable regulations, such
securities may be resold without registration under the Securities Act only in
certain limited circumstances, including in accordance with the conditions of
Rule 144 promulgated under the Securities Act, as presently in effect, with
which the Participant is familiar.


 


7.5           The
Participant has read and understands the restrictions and limitations set forth
in the Plan and this Option Agreement (including these Terms), which are
imposed on the Option and any shares of Common Stock which may be acquired upon
exercise of the Option.


 


7.6           At no time was an oral
representation made to the Participant relating to the Option or the purchase
of shares of Common Stock and the Participant was not presented with or solicited
by any promotional meeting or material relating to the Option or the Common
Stock.


 


8.             Lock-Up.  Neither the Participant nor any permitted
transferee may, directly or indirectly, offer, sell or transfer or dispose of
any of the shares of Common Stock acquired upon exercise of the Option (the “Shares”) or any interest
therein (or agree to do any thereof) (collectively, a “Transfer”) during the period commencing as of 14 days
prior to and ending one year, or such lesser period of time as the relevant
underwriters may permit, after the effective date of a registration statement
covering any public offering of the Company’s securities of which the
Participant has notice.  For the purpose
of this Section 8 “Participant” includes, where the context so requires, any
permitted direct or indirect transferee of the Participant.  The Participant shall agree and consent to
the entry of stop transfer instructions with the Company’s transfer agent
against the Transfer of the Company’s securities beneficially owned by the
Participant and shall confirm the limitations hereunder by agreement with and
for the benefit of the relevant underwriters by a lock-up agreement or other
agreement in customary form. 
Notwithstanding anything else herein to the contrary, this Section 8
shall not be construed so as to prohibit the Participant from participating in
a registration or a public offering of the Common Stock with respect to any
shares which he may hold at that time; provided, however, that such
participation shall be at the sole discretion of the board of directors.


 


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9.             (intentionally
left blank)


 


10.           Non-Transferability of Shares.


 


10.1         Except
as provided in Section 10.2, no Shares may be sold, transferred, assigned, pledged,
or encumbered at any time until the first to occur of (i) the Public Offering
Date, (ii) two years after the date the Shares were issued upon exercise of the
Option, or (iii) the sale of all or substantially all of the Common Stock or
assets of the Company to a person who is not an affiliate of the Company.


 


10.2         Notwithstanding
the restrictions contained in Section 10.1, the Shares may be transferred as
provided in this Section 10.2, provided, however, that such
transfers remain subject to the right of first refusal in Section 10.3:


 


(a)           Transfers
to the Company.


 


(b)           Transfers
with the written approval of the Committee.


 


(c)           Transfers
by gift to “immediate family” as that term is defined in Rule 16a-1(e) under
the Exchange Act.


 


(d)           In
the event of the Participant’s death, transfers to the Participant’s
beneficiary, or in the absence of a validly designated beneficiary, transfers
by will or the laws of descent and distribution.


 


(e)           In
the event the Participant suffers a permanent disability, transfers by the
Participant’s duly authorized legal representative on behalf of the
Participant.


 


(f)            Transfers
made pursuant to Sections 13 or 14.


 


10.3         The
Company shall have a right of first refusal, as set forth below, to purchase
the Shares before the Shares (or any interest in them) can be validly
transferred to any other person or entity.


 


(a)           Before
there can be a valid sale or transfer of any Shares (or any interest in them)
by any holder thereof, the holder shall first give notice in writing to the
Company, mailed or delivered in accordance with the provisions of Section 18.5,
of his or her intention to sell or transfer such Shares (the “Option Notice”).  The Option Notice shall specify the identity
of the proposed transferee, the number of Shares to be sold or transferred to
the transferee, the price per Share and the terms upon which such holder
intends to make such sale or transfer. 
If the payment terms for the Shares described in the Option Notice
differ from delivery of cash or a check at closing, the Company shall have the
option, as set forth herein, of purchasing the Shares for cash (or a cash
equivalent) at closing in an amount which the Company determines is a fair
value equivalent of that payment.  The
determination of a fair value equivalent shall be made in the Company’s best
judgment and such determination shall be mailed or delivered to the selling or
transferring stockholder (the “Company’s
Notice”) within ten (10) days of its receipt of the Option
Notice.  Should the selling or
transferring stockholder disagree with the Company’s determination of a fair
value equivalent, he shall have the right (the “Retraction Right”) to


 


6





















 


retract the proposed sale or transfer to a third party and the offer of
Shares to the Company pursuant to the Option Notice (such retraction to be made
in writing and mailed or delivered in accordance with the provisions of Section
18.5 within fifteen (15) days after receipt of the Company’s Notice).  If the stockholder again proposes to sell or
transfer the Shares, the stockholder shall again offer such Shares to the
Company pursuant to the terms of this Section 10.3 prior to any sale or
transfer.


 


(b)           Subject
to the selling stockholder’s Retraction Right, during the 60-day period
commencing upon receipt of the Option Notice by the Company (the “Option Period”), the Company
shall have an option to purchase any or all of the Shares specified in the
Option Notice at the price offered therein (the “Right of First Refusal”).


 


(c)           Not
more than thirty (30) days after receipt of the Option Notice, the Company
shall give written notice to the stockholder desiring to sell or transfer
Shares of the number of such Shares to be purchased (or, if no Shares are to be
purchased, stating such fact) by the Company pursuant to the terms of this
Section 10.3 (the “Purchase
Notice”).  Purchases
pursuant to this Section 10.3 shall be consummated within thirty (30) days
after delivery of the Purchase Notice to the selling stockholder, but in no event
later than the expiration of the Option Period. 
The purchase price shall be paid at the closing in cash, by check, by
cancellation of money purchase indebtedness, or, if the payment terms set forth
in the Option Notice differ from payment in cash or by check at closing, in
accordance with the payment terms set forth in the Option Notice (or payment of
the amount set forth in the Company’s Notice in cash, by cancellation of money
purchase indebtedness, or by check).  The
purchase price shall be paid against surrender by the selling stockholder of
one or more stock certificates evidencing the number of Shares specified in the
Option Notice, free and clear of all security interests and liens, with duly
endorsed stock powers.


 


(d)           Unless
all of the Shares referred to in the Option Notice are to be purchased as
indicated in the Purchase Notice, the stockholder desiring to sell or transfer
may dispose of any Shares referred to in the Option Notice that are not to be
purchased by the Company to the person or persons specified in the Option
Notice during a period of twenty (20) days commencing upon his or her receipt
of the Purchase Notice; provided, however, that he shall not sell or
transfer such Shares (a) at a lower price or on terms more favorable to the Participant
or transferee than those specified in the Option Notice, and (b) to a person
other than the person or persons specified in the Option Notice; and provided
further that such transfer is consistent with the other provisions and
limitations of the Plan and this Option Agreement (including these Terms).  If the transfer is not consummated within
such twenty (20) day period, the stockholder shall again offer such Shares to
the Company pursuant to the terms of this Section 10.3 prior to any sale or
transfer to the same or any other person.


 


(e)           Notwithstanding
anything to the contrary, the Company may assign any or all of its rights under
this Section 10.3 to one or more stockholders of the Company.


 


(f)            The
Company’s Right of First Refusal pursuant to this Section 10.3 shall terminate
to the extent it is not exercised prior to the Public Offering Date or the
consummation of a sale of all or substantially all of the assets or Common
Stock of the Company to a person who is not an affiliate of the Company.


 


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11.           Put Right.


 


11.1         Following
the second anniversary of the Award Date, Participant shall have the right (the
“Put Right”) to
require, upon notice to the Company, that the Company purchase some or all of the
Shares (the “Put Shares”)
under the terms provided in this Section 11.


 


11.2         Participant
may exercise the Put Right no more than once per fiscal quarter by providing
notice (“Put Notice”)
to the Company during the thirty (30) day period immediately following the
conclusion of a fiscal quarter (the “Put
Notice Period”).  The Put
Notice shall specify the number of Shares for which the Participant seeks to
exercise the Put Right and shall specify a closing date for the purchase which
shall be not less than thirty (30) days after the date of the Put Notice.


 


11.3         Within
fifteen (15) days after receipt of the Put Notice, the Company shall provide
notice (“Price Notice”)
to the Participant of the purchase price of the Put Shares.  The purchase price for the Put Shares shall
be Fair Value (as defined in Section 11.7) of the shares on the date of the Put
Notice, provided, however, that if the Fair Value is determined
in accordance with subsection (d) of Section 9.4, the Price Notice must contain
only a statement to that effect along with the name of the independent third
party selected by the Company to determine Fair Value.


 


11.4         The
number of Shares that the Company may be required to
purchase during any Put Notice Period shall not exceed the lesser of
(i) 0.5% of the number of
Shares
of Common Stock then outstanding and (ii) the maximum number of Shares the
Company may lawfully purchase at the closing date of the purchase under Section
160 and other applicable provisions of the Delaware General Company Law; provided,
however, that in no event shall the Company be required to purchase Shares
unless, until and to the extent such purchase is permitted by the terms of the
Company’s primary credit facility and the Indenture relating to the Company’s
8.75% Senior Notes due 2011, as amended and supplemented from time to
time.  If (x) the Company grants a Put
Right to other employees of or consultants to the Company or its subsidiaries,
(y) more than one Put Notice is given during a Put Notice Period and (z) the
limitations imposed by this Section 11.4 (other than subsection (i)) on the
ability of the Company to purchase Shares allow the Company to purchase some,
but not all Shares subject to such Put Notices, the Company shall pay the
maximum amount it is permitted to pay hereunder to such persons pro rata in
accordance with the number of Put Shares designated by them in their respective
Put Notices.


 


11.5         The
purchase price for the Put Shares shall be paid by the Company in the form of a
check or electronic transfer of immediately available funds on the date set
forth in the Put Notice which shall be no earlier than sixty (60) days after
the date of the Put Notice; provided, however, that if Fair Value
is determined by an independent third party pursuant to Section 9.4(d), the
purchase price for the Put Shares shall be net of one-half of the expenses of
the independent third party and the net purchase price shall be paid within
thirty (30) days after the independent third party provides its determination
of Fair Value to both the Participant and the Company.  The purchase price shall be paid against
surrender by the Participant of one or more stock certificates evidencing the
number of Shares specified in the Put Notice, free and clear of all security
interests and liens, with duly endorsed stock powers.  No adjustments (other than


 


8





















 


pursuant to Section 4.2 of the Plan) shall be made to the purchase
price for fluctuations in the value of the Common Stock after the date of the Put
Notice.


 


11.6         Participant’s
Put Right shall terminate to the extent that it is not exercised prior to the
first to occur of (i) the Public Offering Date, (ii) the consummation of a sale
of all or substantially all of the assets or Common Stock of the Company to a
person who is not an affiliate of the Company or (iii) March 1, 2015.


 


11.7         For
the purpose of this Option Agreement, “Fair
Value” shall mean:


 


(a)           if
the stock is listed or admitted to trade on a national securities exchange, the
closing price of the stock on the Composite Tape, as published in the Western
Edition of The Wall Street Journal, of the principal national securities
exchange on which the stock is so listed or admitted to trade, on such date,
or, if there is no trading of the stock on such date, then the closing price of
the stock as quoted on such Composite Tape on the next preceding date on which
there was trading in such shares;


 


(b)           if
the stock is not listed or admitted to trade on a national securities exchange,
the last/closing price for the stock on such date, as furnished by the National
Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ National Market Reporting
System or a similar organization if the NASD is no longer reporting such
information;


 


(c)           if
the stock is not listed or admitted to trade on a national securities exchange
and is not reported on the National Market Reporting System, the mean between
the bid and asked price for the stock on such date, as furnished by the NASD or
a similar organization; or


 


(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 value, as mutually agreed by the Company and the Participant within thirty
(30) days after the date of the Put Notice, as applicable, or, in the absence
of such agreement, as determined by an independent third party selected by the
Participant and the Company, based on the trading values of a comparable group
of public companies with appropriate discounts for the illiquidity and minority
status of the Shares, provided, however, that the discounts for
all such factors shall not exceed 15% in the aggregate.  If the Company and the Participant are unable
to select promptly a mutually agreeable independent third party for this
determination, the independent third party shall be selected pursuant to C.R.S.
Section 13-22-205.  All fees and expenses
of the independent third party shall be borne equally by the Company and the
Participant.


 


12.           No Stockholder Rights Following Exercise of a
Repurchase or Put Right. 
If the Participant (or any permitted transferee who is an employee of
the Company) ceases to be an employee of the Company and holds Shares as to
which the Right of First Refusal or Put Right has been exercised, the
Participant shall be entitled to the value of such Shares in accordance with
the provisions of Section 10 or 11, as applicable, but (unless otherwise
required by law) shall no longer be entitled to participation in the Company or
other rights as a stockholder with


 


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respect to the Shares subject to the repurchase or put.  To the maximum extent permitted by law, the
Participant’s rights following the exercise of the Right of First Refusal or
Put Right shall, with respect to the repurchase or put and the Shares covered
thereby, be solely the rights that he has as a general creditor of the Company
to receive payment of the amount specified in Section 10 or 11, as applicable.


 


13.           Tag Along Right.  If Timothy M. Marquez or any affiliate
thereof (collectively, “Marquez”)
proposes to sell, to a Third Party Purchaser (as defined below) in one
transaction or in a series of related transactions ( a “Tag Along Sale”) either (i) more than 50% of his equity
interest in the Company or (ii) control of the Company, then the Participant
shall have the right (the “Tag Along
Right”) to participate in such Tag Along Sale on the following
terms:


 


13.1         Marquez
shall give the Participant not less than 20 days’ written notice (a “Sale Notice”) of his intention, describing
the price offered, all other material terms and conditions of the Tag Along
Sale and, if the consideration payable pursuant to the Tag Along Sale consists
in whole or in part of consideration other than cash, such information relating
to such other consideration as the Participant may reasonably request.


 


13.2         In
connection with any Tag Along Sale, the Participant shall have the right, in
his sole discretion, to sell, at a price equal to the average consideration per
share received by Marquez for all shares of Common Stock sold by Marquez in the
Tag Along Sale, and otherwise on the same terms and conditions, as Marquez, the
lesser of either (i) all of the Shares then held by him or (ii) a portion of
such Shares equal to a fraction, the numerator of which is the total number of
shares of Common Stock to be purchased by the Third Party Purchaser, and the
denominator of which is the number of shares of Common Stock owned by persons
other than the Participant.  Any
fractional shares will be rounded to the nearest whole share.


 


13.3         The
Participant must exercise his tag-along right by giving written notice to
Marquez within ten (10) days after the delivery of a Sale Notice, specifying
the number of Shares that the Participant desires to include in the Tag Along
Sale.  At the closing for the Tag Along
Sale, against payment of the consideration, the Participant will deliver to the
Third Party Purchaser the certificate or certificates representing such number
of Shares free and clear of security interests and liens and duly endorsed,
together with all other documents necessary to effect such Tag Along Sale.


 


13.4         There
shall be no liability on the part of Marquez to the Participant if the proposed
third party sale is not consummated for any reason.


 


13.5         For
the purpose of this Agreement, a “Third
Party Purchaser” means any person that is not a stockholder or
an affiliate thereof that purchases or agrees to purchase the shares of Common
Stock in connection with a Tag Along Sale or Compelled Sale (as defined in
Section 14).


 


13.6         
Participant’s Tag Along Right shall terminate to the extent that it is not
exercised prior to the Public Offering Date.


 


10





















 


14.           Right to Compel Sale.


 


14.1         If
at any time Marquez proposes to sell all, or a majority of his, its or their
shares of Common Stock to a Third Party Purchaser, Marquez shall have the right
(the “Compelled Sale Right”),
exercisable as set forth below, to compel the Participant to sell to the Third
Party Purchaser (a “Compelled
Sale”) all, but not less than all, of the shares of such Common
Stock (to the extent acquired upon exercise of the Option), if any, then held
by the Participant.  In connection with
any Compelled Sale, the Participant will receive a price equal to the average
consideration per share received by Marquez for all shares of Common Stock sold
by Marquez in the Compelled Sale.


 


14.2         In
the event Marquez elects to exercise its right to cause a Compelled Sale, it
will deliver written notice (a “Compelled
Sale Notice”) to the Participant and the Company, setting forth the
consideration and describing the other material terms and conditions of the
Compelled Sale, including the proposed closing date, which shall be not less
than 20 days from the date the Compelled Sale Notice is delivered.  At the closing for the Compelled Sale, against
payment of the consideration, the Participant shall deliver to the Third Party
Purchaser the certificate or certificates representing the number of shares of
Common Stock held by the Employee, duly endorsed and free and clear of security
interests and liens, together with all other documents necessary to effect such
Compelled Sale.


 


14.3         There
shall be no liability on the part of Marquez to the Participant if any proposed
Compelled Sale is not consummated for any reason.


 


14.4         The
Compelled Sale Right shall terminate to the extent that it is not exercised
prior to the Public Offering Date.


 


15.           Bonus Payment.


 


15.1         In
the event the Company declares and pays a cash dividend to its common
stockholders, the Participant shall be entitled to receive a cash payment (the
“Dividend Payment”)
from the Company equal to the product of (i) the per share amount of the
dividend payable to holders of the Company’s Common Stock, and (ii) the number
of shares of Common Stock issuable upon exercise of Participant’s Options
(whether vested or not) as of the record date used by the Company for the
purpose of determining the stockholders that are eligible to receive the
dividend.


 


15.2         The
Company shall pay the Dividend Payment to the Participant within thirty (30)
days after the date on which the Company pays the cash dividend on its Common
Stock.


 


15.3       All
payments made pursuant to this Section 15 shall be net of any withholding or
other taxes applicable to such payment.


 


16.           Plan. 
The Option and all rights of the Participant under this Option Agreement
are subject to, and the Participant agrees to be bound by, all of the terms and
conditions of the Plan, incorporated herein by this reference.  In the event of a conflict or inconsistency
between this Option Agreement and the Plan, this Option Agreement shall govern.  The Participant acknowledges receipt of a
copy of the Plan and agrees to be bound by the terms thereof and of


 


11





















 


this Option Agreement.  The
Participant acknowledges reading and understanding the Plan and this Option
Agreement.  Unless otherwise expressly
provided in other sections of this Option Agreement, provisions of the Plan
that confer discretionary authority on the Board or the Committee do not and
shall not be deemed to create any rights in the Participant unless such rights
are expressly set forth herein or are otherwise in the sole discretion of the
Board or the Committee so conferred by appropriate action of the Board or the
Committee under the Plan after the date hereof.


 


17.           Satisfaction of All Rights to Equity.  The Option is in complete satisfaction of any
and all rights that the Participant may have (under an employment, consulting,
or other written or oral agreement with the Company, or otherwise) to receive
(1) stock options or a restricted stock award with respect to the Company’s
securities, and/or (2) any other equity or derivative security in or with
respect to the Company.  This Option
Agreement supersedes the terms of all prior understandings and agreements,
written or oral, of the parties with respect to such matters.  The Participant shall have no further rights
or benefits under any prior agreement conveying any right with respect to any
security or derivative security in or with respect to the Company.  The foregoing notwithstanding, this Section
17 shall not adversely affect the Participant’s rights under any prior option
or restricted stock agreement under the Plan (provided such agreement is
expressly labeled as an option, restricted stock, or award agreement under the
Plan and is similar in form to this Option Agreement) which has been signed by
an authorized officer of the Company.


 


18.           Miscellaneous 


 


18.1         Entire
Agreement.  This Option Agreement
(including these Terms and together with the form of Exercise Agreement
attached hereto) and the Plan together constitute the entire agreement and
supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof.  The Plan, this Option Agreement and the
Exercise Agreement may be amended pursuant to Section 4.5 of the Plan.  Such amendment must be in writing and signed
by the Company.  The Company may,
however, unilaterally waive any provision of the Option Agreement in writing to
the extent such waiver does not adversely affect the interests of the
Participant hereunder, but no such waiver shall operate as or be construed to
be a subsequent waiver of the same provision or a waiver of any other provision
hereof.


 


18.2         Delaware
Law.  This Option Agreement and the
Exercise Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to conflict of
law principles thereunder.


 


18.3         Limited
Rights.  The Participant has no rights as a
stockholder of the Company with respect to the Option as set forth in Section
4.6 of the Plan.  The Option does not
place any limit on the corporate authority of the Company as set forth in
Section 4.12 of the Plan.


 


18.4         Arbitration.  Any dispute, controversy or claim arising out
of or relating to this Option Agreement (including these Terms), the Plan,
and/or the Exercise Agreement, their enforcement or interpretation, or because
of an alleged breach, default, or misrepresentation in connection with any of
their provisions, will be determined exclusively by confidential, final and


 


12





















 


binding arbitration in Denver, Colorado, pursuant to the Colorado
Arbitration Act.  The arbitration shall
be before a single neutral arbitrator mutually agreed upon by the parties or,
if the parties are unable to agree upon an arbitrator, the arbitrator shall be
selected pursuant to C.R.S. Section 13-22-205. 
Disputes, controversies or claims subject to final and binding arbitration
under this Agreement include, without limitation, all those that could
otherwise be tried in court to a judge or jury in the absence of this Section
18.4.  The Participant and the Company
agree that they each expressly waive any rights to have such matters heard or
tried before a judge or jury in another tribunal.  The arbitrator’s award in any JAMS proceeding
will be final, binding, and conclusive upon the parties, subject only to
judicial review provided by statute, and a judgment rendered on the arbitration
award can be entered in any state or federal court having jurisdiction
thereof.  Nothing in this Section 18.4,
however, shall limit the right of the parties to stipulate and agree to conduct
the arbitration before and pursuant to the then existing rules of any other
agreed-upon arbitration services provider.


 


18.5         Notice.  Any
notice to be given under the Option Agreement shall be in writing and addressed
to the Company at its principal office in
the Denver metropolitan area, Colorado to the attention of the Chief Executive Officer, with a copy
addressed to the Company at its principal office in Carpinteria, California to
the attention of the General Counsel, and to the Participant at the
address reflected or last reflected on the Company’s payroll records, or to
such other address as is provided by the Participant in writing.  Any notice shall be delivered in person or
shall be enclosed in a properly sealed envelope, addressed as aforesaid,
registered or certified, and deposited (postage and registry or certification
fee prepaid) in a post office or branch post office regularly maintained by the
United States Government.  Any such
notice shall be given only when received, but if the Participant is no longer
an Eligible Person, shall be deemed to have been duly given as of the date mailed
in accordance with this provision.


 


 


(Remainder of Page
Intentionally Left Blank)


 


13





















 


EXHIBIT A


 


VENOCO,
INC.


2000
STOCK INCENTIVE PLAN


OPTION
EXERCISE AGREEMENT


 


The undersigned (the “Purchaser”) hereby irrevocably elects to exercise
his/her right, evidenced by that certain Nonqualified Stock Option Agreement
dated as of                                         
(the “Option Agreement”)
under the Venoco, Inc. 2000 Stock Incentive Plan (the “Plan”), to purchase                                     
shares of Common Stock, par value $0.01 per share (the “Shares”), of Venoco, Inc., a Delaware Company (the “Company”), at an exercise
price of                 
dollars per share.  Capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the
Option Agreement, or if not contained therein, in the Plan.


 


1.             Form of Warrant Exercise Price.  The Purchaser intends that payment of the
Exercise Price shall be made as (check applicable line):


 


                              a cash exercise with respect to                   
shares of Common Stock; and/or


 


                              a Cashless Exercise with respect to                   
shares of Common Stock.


 


2.             Purchase
Price.  In the event the Purchaser
has elected a cash exercise with respect to some or all of the Shares to be
issued pursuant hereto, the Purchaser shall pay the exercise price of $                        
per share, for an aggregate exercise amount of $                    
to the Company in accordance with the terms of the Option Agreement.


 


3.             Delivery.  The Company shall deliver a certificate
representing the Shares and registered in the name of the Purchaser to:


 


 


4.             Investment
Representations.  The Purchaser
acknowledges that the sale of the Shares by the Purchaser is restricted by SEC
Rule 701.  The Purchaser hereby affirms
as made as of the date hereof the representations in Section 7 of the “Terms
and Conditions of Nonqualified Stock Option” (which are attached to and a part
of the Option Agreement, the “Terms”)
and such representations are incorporated herein by this reference.  The Purchaser represents that he has no need
for liquidity in this investment, has the ability to bear the economic risk of
this investment, and can afford a complete loss of the purchase price for the
Shares.  The Purchaser acknowledges
receipt of the Company’s condensed consolidated financial information.  The Purchaser also understands and
acknowledges (i) that the certificates representing the Shares will be legended
as provided for in Section 4.3.3 of the Plan, and (ii) that the Company has no
obligation to register the Shares or file any registration statement under
federal or state securities laws.


 





















 


5.             Restrictions
on the Shares.  The Purchaser
represents that he has read the Plan and the Option Agreement and acknowledges
that the Shares are and shall remain subject to various restrictions, including
but not limited to, restrictions on transfer, a right of first refusal in favor
of the Company, a compelled sale right in favor of the Company, restrictions on
transfer under state and federal securities laws and a lock-up provision, in
each case as set forth in the Plan or the Option Agreement.  As a condition to any permitted transfer of
the Shares, the Company may require the transferee to execute a written
agreement, in a form acceptable to the Committee, that the transferee
acknowledges and agrees to the foregoing terms and restrictions imposed on the
Shares.


 


6.             
Plan and Option Agreement.  The Purchaser acknowledges that all of
his/her rights are subject to, and the Purchaser agrees to be bound by, all of
the terms and conditions of the Plan and the Option Agreement (including the
Terms), both of which are incorporated herein by this reference.  If a conflict or inconsistency between the
terms and conditions of this Exercise Agreement and of the Plan and Option
Agreement shall arise, the terms of the Plan and/or Option Agreement shall
govern.  The Purchaser acknowledges
receipt of a copy of all documents referenced herein (including the Terms and a
disclosure statement) and acknowledges reading and understanding these
documents and having an opportunity to ask any questions that he may have had
about them.  Any controversy or claim arising
out of or relating to this Exercise Agreement shall be submitted to arbitration
in accordance with Section 18.4 of the Terms, and Delaware law shall apply as
provided in Section 18.2 of the Terms.


 


7.             Entire
Agreement.  This Exercise Agreement,
the Option Agreement (including the Terms), and the Plan together constitute
the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof.  The Plan, the Option Agreement
and this Exercise Agreement may be amended pursuant to Section 4.5 of the
Plan.  Such amendment must be in writing
and signed by the Company.  The Company
may, however, unilaterally waive any provision hereof or of the Option
Agreement in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a wavier of any
other provision hereof.


 


	
   “PURCHASER”

  	
   

  	
  ACCEPTED BY:

  VENOCO, INC.

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Its:

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (To be completed by the Company after the price

  
	
  Date

  	
   

  	
  (including applicable withholding taxes), value (if

  
	
   

  	
   

  	
  applicable) and receipt of funds is verified.)