10-K/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2014
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission file number:

Denver Parent Corporation 333-191602
Venoco, Inc. 001-33152

Denver Parent Corporation
Venoco, Inc.

Delaware Delaware (State or other jurisdiction of incorporation or organization)	44-0821005 77-0323555 (I.R.S. Employer Identification Number)
370 17th Street, Suite 3900 Denver, Colorado (Address of principal executive offices)	80202-1370 (Zip Code)

Registrant's telephone number, including area code: (303) 626-8300

N/A
(Former name or former address, and former fiscal year, if changed since last report)

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Exchange on Which Registered
None	N/A

           Securities registered pursuant to Section 12(g) of the Act: None

           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

           Denver Parent Corporation Yes o No ý
Venoco, Inc. Yes o No ý

           Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

           Denver Parent Corporation Yes ý No o
Venoco, Inc. Yes ý No o

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Denver Parent Corporation Yes o    No ý
Venoco, Inc. Yes o    No ý

           Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Denver Parent Corporation Yes ý    No o
Venoco, Inc. Yes ý    No o

           Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this Chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Denver Parent Corporation ý
Venoco, Inc. ý

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Venoco, Inc.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

Denver Parent Corporation

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

           Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Venoco, Inc. Yes o No ý
Denver Parent Corporation Yes o No ý

           All of the registrants' common equity was held by affiliates on June 30, 2014. As of March 31, 2015, there were 30,297,459 shares of common stock of Denver Parent Corporation and 29,936,378 shares of common stock of Venoco, Inc. outstanding.

EXPLANATORY NOTE

        This Form 10-K/A (this "Amendment") is a combined report being filed by Denver Parent Corporation ("DPC") and Venoco, Inc. ("Venoco"), a direct 100% owned subsidiary of DPC. DPC is a holding company formed to acquire all of the common stock of Venoco in a going private transaction that was completed in October 2012. As a result of the going private transaction, Venoco's common stock is no longer publicly traded. Venoco and DPC are filing this combined report to satisfy reporting requirements under the indentures governing their respective senior notes. Neither Venoco nor DPC intend to file a proxy or information statement with respect to their 2015 annual shareholder meetings or any action by written consent in lieu of such meetings.

        Unless otherwise indicated or the context otherwise requires, (i) references to "DPC" refer only to DPC, (ii) references to the "Company," "we," "our" and "us" refer, for periods following the going private transaction, to DPC and its subsidiaries, including Venoco and its subsidiaries, and for periods prior to the going private transaction, to Venoco and its subsidiaries and (iii) references to "Venoco" refer to Venoco and its subsidiaries. Each registrant included herein is filing on its own behalf all of the information contained in this report that pertains to such registrant. When appropriate, disclosures specific to DPC or Venoco are identified as such. Neither registrant included herein is filing any information that does not relate to such registrant, and therefore neither registrant makes any representation as to any such information. Where the information provided is substantially the same for both companies, such information has been combined. Where information is not substantially the same for both companies, we have provided separate information.

        We operate DPC and Venoco as one business, with one management team. Management believes combining this Amendment for DPC and Venoco provides the following benefits:

•

Enhances investors' understanding of DPC and Venoco by enabling investors to view the business as a whole, the same manner management views and operates the business;

•

Provides a more readable presentation of required disclosures with less duplication, since a substantial portion of the disclosures apply to both DPC and Venoco; and

•

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

        All of Venoco's net assets are owned by DPC and all of DPC's operations are conducted by Venoco.

        On April 15, 2015, DPC and Venoco filed a combined Annual Report on Form 10-K for the year ended December 31, 2014 (the "Original Filing"). This Amendment completes the items identified below that were originally omitted from the Original Filing in the expectation that an amendment to the Original Filing would be filed with the Securities and Exchange Commission (the "SEC") within 120 days after the end of our 2014 fiscal year.

        As a result, this Form 10-K/A amends only Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) of the Original Filing. All other items in the Original Filing are unchanged and this Amendment does not amend, update or change any other information in the Original Filing.

        Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Form 10-K/A contains new certifications by the principal executive officer and principal financial officer of DPC and Venoco, filed as exhibits hereto.

TABLE OF CONTENTS

			PAGE
PART III
	ITEM 10.	Directors, Executive Officers and Corporate Governance		1
	ITEM 11.	Executive Compensation		4
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		20
	ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		20
	ITEM 14.	Principal Accounting Fees and Services		21
	ITEM 15.	Exhibits and Financial Statement Schedules		22
	SIGNATURES			23

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PART III

Item 10.    Directors, Executive Officers, and Corporate Governance

Directors

        The following table sets forth, as of April 15, 2015, the names, ages, and titles of each member of the Board of Directors of Venoco (the "Venoco Board"). Timothy Marquez has been the sole director of DPC since its formation.

Name	Age		Position	Director Since		Current Term to Expire
Timothy M. Marquez		56	Executive Chairman		2004		2016
Joel L. Reed		64	Director		2012		2017
Richard S. Walker		57	Director		2012		2015

Joel L. Reed served as a director of Venoco from September 1998 to March 2002 and from August 2005 until the completion of the going private transaction in October 2012. He was reappointed to the Venoco Board in November 2012. Starting in 1994, Mr. Reed was a partner of a predecessor entity of, and later co-founded, Relational Group, an investment banking firm that included Relational Investors and Relational Advisors. In late 2005, Relational Advisors separated from Relational Group and became RA Capital Advisors, a member of RA Capital Group. Mr. Reed has served as RA Capital Group's lead principal. He is also a founder of two private equity firms, Titan Investment Partners and HRA Real Estate Management I LLC. Mr. Reed was the CFO and later President and CEO of Wagner & Brown Ltd. of Midland, Texas, a privately owned group of companies engaged in energy, real estate, manufacturing, agribusiness and investment services, from 1984 to 1994. From 1981 to 1984, Mr. Reed was a member of the founding group of Ensource, Inc., a NYSE-listed company, as well as its controller and CFO. A graduate of Oklahoma State University, Mr. Reed holds bachelor's and master's degrees in accounting and is a certified public accountant who has elected inactive license status. In determining Mr. Reed's qualifications to serve on the Venoco Board, the Venoco Board has considered, among other things, his experience and expertise in finance, accounting, banking and management.

Richard S. Walker served as a director of Venoco from June 2007 until the completion of the going private transaction in October 2012. He was reappointed to the Venoco Board in November 2012. Mr. Walker is currently Executive Vice President and Managing Director of the Houston office of DHR International, a leading retained executive search firm. Prior to entering the executive search industry in 2005, Mr. Walker was a Managing Director of JPMorgan directing investment banking relationships with a variety of energy clients operating across all industry segments including exploration and production, service and supply, pipeline and midstream operations as well as power generation, transmission and distribution. Mr. Walker worked with JPMorgan and its predecessors from 1994 to 2005. Prior to joining JPMorgan Chase & Co., Mr. Walker worked from 1990 through early 1994 with NationsBank (the predecessor of Bank of America), both in Houston and in London. From 1981 through early 1990, Mr. Walker worked for Texas Commerce Bank, in Houston (also a predecessor to JPMorgan). Mr. Walker is a 1980 graduate of Loyola University, New Orleans, with a bachelor's of business administration and a 1981 graduate of Bowling Green State University, Ohio, with a master's of business administration. Mr. Walker is a certified public accountant licensed in the State of Texas. In determining Mr. Walker's qualifications to serve on the Venoco Board, the Venoco Board has considered, among other things, his experience and expertise in finance, accounting and banking and in the oil and natural gas industry.

Timothy Marquez is sole director and Chief Executive Officer of DPC and has served in those roles since DPC's formation in January 2012. He co-founded Venoco in September 1992 and served as

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its CEO from Venoco's formation until June 2002. He founded Marquez Energy in 2002 and served as its CEO until Venoco acquired it in March 2005. Mr. Marquez returned as Venoco's Chairman, CEO and President in June 2004. He became Venoco's Executive Chairman in August 2012. Mr. Marquez has a B.S. in petroleum engineering from the Colorado School of Mines. Mr. Marquez began his career with Unocal Corporation, where he worked for 13 years managing assets offshore California and in the North Sea and performing other managerial and engineering functions. In determining Mr. Marquez's qualifications to serve on the Venoco Board, the Venoco Board has considered, among other things, his experience and expertise in the petroleum industry, including exploration, production, and management, and his roles as co-founder and controlling stockholder of Venoco.

Executive Officers

        Information regarding Venoco's executive officers is set forth in the Original Filing under the heading "Business and Properties—Executive Officers of the Registrant."

Corporate Governance

General

        In connection with its oversight of our operations and governance, the Venoco Board has adopted, among other things, the following:

•

Corporate Governance Guidelines to implement certain policies regarding the governance of Venoco;

•

Code of Business Conduct and Ethics to provide guidance to Venoco's directors, officers and employees with regard to certain ethical and compliance issues;

•

Categorical Standards of Director Independence (the "Categorical Standards") to assist the Venoco Board in assessing directors' independence (see "—Director Independence and Categorical Standards"); and

•

Charters of the Audit Committee and the Compensation Committee of the Venoco Board.

        The Corporate Governance Guidelines, Code of Business Conduct and Ethics and Categorical Standards can be viewed on Venoco's website at www.venocoinc.com under the heading "About" and the subheading "Corporate Governance." Copies of the foregoing documents and disclosures are available without charge to any person who requests them. Requests should be directed to Venoco, Inc., Attn: Secretary, 370 17^th Street, Suite 3900, Denver, Colorado 80202-1370.

        The Venoco Board meets regularly to review significant developments affecting us and to act on matters requiring its approval. Directors are requested to make attendance at meetings of the Board and Board committees a priority, to come to meetings prepared, having read any materials provided to them prior to the meetings and to participate actively in the meetings. Directors are expected to attend the annual stockholders' meeting if one is held.

Board Committees

        The composition and primary responsibilities of Venoco's Audit Committee and Compensation Committee are described below.

        Venoco's Audit Committee currently consists of Messrs. Reed and Walker, with Mr. Walker acting as Chairman. The primary function of the Audit Committee is to assist the Venoco Board in its oversight of our financial reporting process. Among other things, the committee is responsible for reviewing and selecting our independent registered public accounting firm and reviewing our accounting practices. The Venoco Board has determined that each member of the committee qualifies as an "audit

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committee financial expert" as defined in Item 407(d)(5) of SEC Regulation S-K and that both members of the committee are independent under the Categorical Standards. See "—Directors" for a summary of the business experience of each member of the committee.

        Venoco's Compensation Committee currently consists of Messrs. Walker and Reed with Mr. Reed acting as Chairman. The Compensation Committee's primary function is to discharge the Venoco Board's responsibilities relating to the compensation of Venoco's Executive Chairman, CEO and other executive officers. Among other things, the committee reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the performance of the CEO in light of those goals and objectives and sets the compensation of the CEO. See "Executive Compensation—Compensation Discussion and Analysis" for discussion of Venoco's processes and procedures for considering and determining executive and director compensation. The Venoco Board has determined that each member of the committee is (i) independent under the Categorical Standards, (ii) a "non-employee director" as defined in Rule 16b-3 under the Exchange Act and (iii) an "outside director" as defined in Section 162(m) of the Internal Revenue Code of 1986 (the "Code").

        Venoco no longer has a standing nominating committee, primarily because following the completion of the going private transaction, the current composition and size of the board of directors permits candid and open discussion regarding potential new members of the Venoco Board and because Venoco has only one stockholder, which is an affiliate of Mr. Marquez. The entire Venoco Board currently operates as the nominating committee, and recommends to Venoco's shareholder nominees for election to the Venoco Board. Because Mr. Marquez is the sole director of DPC, it has no standing committees. Venoco no longer has a formal policy regarding security holder nominations of candidates for the Venoco Board, but the board will consider any proposed nomination brought to its attention. Proposals may be directed by mail to the following address: Venoco, Inc., Attn: Secretary, 370 17^th Street, Suite 3900, Denver, Colorado 80202-1370.

Director Independence and Categorical Standards

        As discussed under "—Board Committees," the Venoco Board has determined that, other than Mr. Marquez, each member of the Venoco Board is independent under the Categorical Standards. The Categorical Standards are similar to the director independence standards set forth in the rules of the New York Stock Exchange (the "NYSE") except that they are more stringent in some respects. Accordingly, a director who qualifies as independent under the Categorical Standards would also be considered independent under the rules of the NYSE. Pursuant to the Categorical Standards, a director may not be considered independent if he or she:

•

is an employee, or has an immediate family member who is an executive officer, of Venoco, until three years after the end of such employment relationship, provided that employment as an interim Chairman of the Board or interim executive officer shall not disqualify a director from being considered independent following service in either capacity;

•

has received, or has an immediate family member who has received, more than $100,000 in direct compensation from Venoco in any 12-month period within the past three years, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), provided that compensation received by a director for prior service as an interim Chairman of the Board or interim executive officer, and compensation received by an immediate family member for service as a non-executive employee of the company, need not be considered in determining independence under this test;

•

is affiliated with or employed by, or has an immediate family member who is affiliated with or employed in a professional capacity by, a current or former internal or external auditor of

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Venoco, until three years after the end of the affiliation or the employment or auditing relationship;

•

is employed, or has an immediate family member who is employed, as an executive officer of another company where any of the Venoco's current executive officers serve on the other company's compensation committee, until three years after the end of such service or the employment relationship; or

•

is an employee, or an immediate family member is an executive officer, of a company that has made payments to, or has received payments from, Venoco for property or services in an amount that, in any of the last three fiscal years, exceeded the greater of (i) $1 million or (ii) 2% of such other company's consolidated gross revenues.

        The Venoco Board would also consider any of the foregoing relationships that exist with DPC.

Code of Business Conduct

        Venoco has adopted a Code of Business Conduct and Ethics to provide guidance to directors, officers, including its Executive Chairman, CEO, COO, CFO and Chief Accounting Officer, and employees, with regard to certain ethical and compliance issues, which complies with the requirements of the Sarbanes-Oxley Act of 2002. Venoco's Code of Business Conduct and Ethics is available on its website at venocoinc.com. To access the Code of Business Conduct and Ethics and Venoco's other corporate governance materials, click on "About" and then click on "Corporate Governance." Venoco will disclose on its website any amendment or waiver of the Code of Business Conduct and Ethics in the manner required by SEC rules.

Item 11.    Executive Compensation

        As discussed above, we operate DPC and Venoco as one business, with one management team. Each of DPC's executive officers is also an executive officer of Venoco. DPC is a holding company that has no employees and pays no compensation directly. Instead, all compensation paid to DPC's executive officers is paid to such officers by Venoco, in amounts approved by the Compensation Committee of the Venoco Board. The executive officers of DPC are not separately compensated for their services as such. Accordingly, this section provides disclosure regarding compensation paid by Venoco to the executive officers, and all contracts, awards and other agreements or arrangements referred to in this section are between Venoco and the relevant officer except where specified otherwise.

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

        Venoco's Compensation Committee believes that:

•

Executive interests should be aligned with stockholder interests;

•

Executive compensation should be structured to provide appropriate incentives and reasonable rewards for the contributions made and performance achieved; and

•

A competitive compensation package must be provided to attract, motivate and retain experienced and talented executives.

        Venoco's executive compensation program is designed to align pay with short-term and long-term company performance. The intent of the program is to put a substantial portion of compensation at risk and tied to performance, and to reward unique or exceptional contributions to overall sustainable

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value creation for stockholders. The Compensation Committee's intent is to maintain an executive compensation program that:

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Encourages growth in Venoco's oil and gas reserves and cash flow, balance sheet discipline, cost containment and achievement of production targets;

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Aligns executive and stockholder interests through substantial ongoing equity-based incentive awards for executives;

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Attracts, motivates and retains superior executive talent over the long-term; and

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Provides compensation opportunities for high-performing executives.

        The components of Venoco's executive compensation are presented below and discussed in more detail later in this report:

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a base salary that is generally between the 50^th and 75^th percentile of base salary offered by other oil and natural gas exploration and production enterprises similar to Venoco, the actual positioning of which is determined by individual performance, experience and personal competencies, and with the 75^th or higher percentiles reserved for executives with skill sets that are critical for maximization of our asset value;

•

annual cash incentive compensation generally targeted at the 50^th percentile for achieving expected performance levels; and

•

long-term equity-based incentive compensation generally targeted at the 50^th percentile, with upside approaching the 75^th percentile (to reward achievement of company objectives, individual responsibility and productivity, and high quality work).

        While the Compensation Committee believes the total compensation of Venoco's executive officers should be targeted between the 50^th and 75^th percentile of the comparative industry peer group, it does not mechanically apply the above compensation components. Rather, careful consideration is given to the appropriate percentage mix of such components so that each of Venoco's executive officers is individually and appropriately incentivized. In addition, the Compensation Committee approves case-specific compensation plans to accommodate individual circumstances or non-recurring situations, as appropriate. The competitive market is determined by reference to the compensation practices of an industry peer group as set forth below.

Industry Peer Group

        The companies selected by Venoco's Compensation Committee for the peer group represent independent exploration and production companies that focus on the acquisition, exploration, exploitation and development of oil and natural gas properties. The composition of Venoco's peer group is reviewed annually by the Compensation Committee to ensure that the companies continue to remain relevant for comparative purposes. Venoco's peer group for 2014 is as follows:

• Bonanza Creek	• Resolute Energy Corporation
• Breitburn Energy Partners LP	• SM Energy
• Clayton Williams Energy	• Swift Energy Company
• Memorial Production Partners	• Vanguard Natural Resources
• PDC Energy, Inc.	• Warren Resources
• QEP Resources	• Whiting Petroleum Corporation
• QR Energy

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        Venoco's Compensation Committee also considers competitive market practices from sources such as Equilar Insight Benchmarking Surveys and HR Roundtable Organizations, which present synthesized, general data from a broad cross-section of companies in various industries.

Setting Compensation

        Venoco's management provides the Compensation Committee with summary compensation information to assist it in understanding the totality of Venoco's executive compensation and benefit programs. This information shows the total dollar value of an executive officer's accumulated compensation and benefits. These summaries provide the Compensation Committee with important information useful in analyzing and understanding the design, operation and effectiveness of Venoco's executive compensation programs.

        The Compensation Committee approves the compensation of Venoco's executive officers. In making its determinations, the Compensation Committee reviews the summary compensation information for each executive officer and considers the executive officer's base salary, potential payments under selected performance scenarios and termination of employment and change-in-control scenarios, as well as accumulated equity and equity-based incentives in DPC, all in light of peer group practices. The purpose of this process is to analyze the total amount of actual and projected compensation of Venoco's executive officers and to determine whether any one component of compensation should be changed. The Compensation Committee then considers whether the actual and projected compensation is aligned with its compensation philosophy and competitive market practices. Venoco's CEO and Executive Chairman also provide the Compensation Committee with recommendations regarding the compensation levels for the other executive officers based on a review of Venoco's peer group companies and the individual performance of each executive.

        According to its charter, the Compensation Committee may, subject to limits imposed by applicable law, delegate some or all of its authority to a subcommittee consisting of one or more of its members.

        The Compensation Committee has determined that the compensation of Venoco's executive officers, both the total and its components, is generally consistent with the Compensation Committee's expectations, philosophy and current market practices.

Elements of Compensation

        There are three primary components of Venoco's executive compensation program: base salary, annual cash bonuses and long-term incentive awards. Perquisites are a minor element of Venoco's executive compensation program. Each element is described below.

        Base Salary.    The Compensation Committee believes that base salary is a critical element of executive compensation for attracting and retaining outstanding employees at all levels. The base salaries of Venoco's executive officers are reviewed by the Compensation Committee on an annual basis and adjusted from time to time to realign salaries with market levels, after taking into account individual responsibilities, performance and experience. Base salary is generally targeted for all executive officers between the 50^th and 75^th percentile of base salary offered by companies in Venoco's peer group, with the 75^th or higher percentiles reserved for executives with skill sets that are critical for maximization of our asset value. Individual salaries take into account the individual's performance,

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experience and personal competencies. Base salaries were increased for Venoco's named executive officers continuing in their prior positions from 2013 to 2014 by an average of 0.5%.

Name	2013 Base Salary		2014 Base Salary
Timothy M. Marquez	$	787,500	$	787,500
Edward J. O' Donnell(1)	$	708,750	$	708,750
Mark A. DePuy(4)	$	341,750	$	708,750
Timothy A. Ficker(2)	$	448,640	$	448,640
Terry L. Anderson(3)	$	356,160	$	356,160
Brian Donovan(5)	$	213,487	$	275,000
Ian Livett	$	294,000	$	305,760

(1)

Mr. O'Donnell resigned his position with Venoco effective May 9, 2014

(2)

Mr. Ficker resigned his position with Venoco effective November 3, 2014

(3)

Mr. Anderson resigned his position with Venoco effective October 1, 2014

(4)

Mr. DePuy was promoted from Chief Operating Officer to Chief Executive Officer effective June 1, 2014.

(5)

Mr. Donovan was promoted from Assistant General Counsel to General Counsel effective October 1, 2014.

        Base salary increases in 2014 reflect the Compensation Committee's review of updated salary levels of comparable positions in Venoco's peer group companies, as well as Mr. DePuy's promotion to CEO and Mr. Donovan's promotion to General Counsel. The Compensation Committee views 2014 salary levels as consistent with its compensation philosophy.

        Annual Cash Bonuses.    The Compensation Committee may award or recommend cash bonuses to Venoco's executive officers pursuant to Venoco's 2007 Senior Executive Bonus Plan (the "Senior Executive Bonus Plan"). Under the Senior Executive Bonus Plan, the Compensation Committee sets a target award, which may be expressed as a percentage of an executive officer's base salary, and the related performance criteria. The Senior Executive Bonus Plan allows the Compensation Committee to eliminate or reduce the actual award payable to any participant that would otherwise be payable under the plan, based on the individual performance of the participant. In addition, the Compensation Committee may award or recommend discretionary annual bonuses to Venoco's executive officers for outstanding performance, which are awarded outside the Senior Executive Bonus Plan. The Senior Executive Bonus Plan is a performance-based plan designed to be compliant with the requirements of Section 162(m) of the Code, which, when Venoco had publicly traded equity, could have otherwise limited the deductibility of bonuses paid to certain of its named executive officers.

        The Senior Executive Bonus Plan provides that if Venoco is required to restate its financial results due to material noncompliance with financial reporting requirements under applicable securities laws, the Compensation Committee has the discretion to recover incentive compensation from any participants who benefitted from prior actions or decisions that necessitated such financial restatements.

        The bonus opportunity under the Senior Executive Bonus Plan is stated as a percentage of base salary and is set using the Compensation Committee's philosophy to target bonus levels (as a percentage of base salary) consistent with the competitive market for executives in similar positions.

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For 2014, the bonus opportunity at a 100% of target level payout for Venoco's named executive officers was as follows:

Name	Percentage of Salary			Total
Timothy M. Marquez		170	%	$	1,338,750
Edward J. O'Donnell(1)		170	%	$	1,204,875
Mark A. DePuy		170	%	$	1,204,875
Timothy A. Ficker(2)		120	%	$	538,367
Terry L. Anderson(3)		80	%	$	284,927
Brian Donovan		70	%	$	192,500
Ian Livett		80	%	$	254,392

(1)

Mr. O'Donnell resigned his position with Venoco effective May 9, 2014

(2)

Mr. Ficker resigned his position with Venoco effective November 3, 2014

(3)

Mr. Anderson resigned his position with Venoco effective October 1, 2014

        Under the Senior Executive Bonus Plan, seven performance criteria were selected for 2014, each comprising 14.3% of the target bonus: (i) average daily net production, (ii) reserve replacement, (iii) finding and development costs, (iv) debt covenant compliance, (v) lease operating expenses plus general and administrative expenses, (vi) acquisition reserve growth and (vii) minimum quarterly distributions paid by a master limited partnership ("MLP") to be formed by Venoco. For each of the seven metrics, the bonus payout targets for 2014 are summarized as follows:

	Minimum Bonus Level Performance			Target Performance			Maximum Bonus Level Performance
Average Daily Net Production (BOE/d)		10,000			10,900			11,800
Reserve Replacement (% increase)		10	%		15	%		20	%
Finding and Development Costs, per BOE	$	20.00		$	15.00		$	10.00
Debt Compliance		—			—			Pass
Lease Operating Expenses plus G&A Expenses, per BOE	$	30.50		$	27.50		$	25.50
Acquisition Reserve Growth		10.0			15.0			20.0
MLP Minimum Quarterly Distributions		100	%		100	%		105	%

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        Under the Senior Executive Bonus Plan, actual results for the year are compared to each of the seven individual performance criteria in order to determine payout multiples, which can range from 0 to 2. The payout multiples determined for each performance criterion are multiplied by 14.3% to reflect the weighting assigned to each of the seven criteria. The weighted multiples are aggregated to determine the appropriate payout percentage achieved for the year. Based on the Company's performance relative to the 2014 performance criteria as adjusted, the Compensation Committee determined the appropriate payout multiples and payout percentages to be as follows:

Performance Criteria	Payout Multiple Achieved		Payout Percentage Achieved
Average Daily Net Production		—		—	%
Reserve Replacement		—		—	%
Finding and Development Costs		—		—	%
Debt Compliance		—		—	%
Lease Operating Expenses plus G&A Expenses		—		—	%
Acquisition Reserve Growth		—		—	%
MLP Minimum Quarterly Distributions		—		—	%
Discretionary Adjustment		—		50	%
Performance Factor				50	%

        A discretionary adjustment, outside of the Senior Executive Bonus Plan, was made for successful completion of certain key projects during 2014, including the successful continued development of a new structure in the South Ellwood field, the disposition of the West Montalvo assets in October at a price reflective of oil prices prior to recent declines, a reduction of annual overhead costs of approximately $26.7 million, and the initiation of a debt restructuring process that proved to be successful.

        Actual 2014 awards were as follows:

	2014 Annual Incentive Awards
							Actual Award Including Discretionary Adjustment($)
	Target Award (% of Base Salary)			Actual Award (% of Base Salary)
Timothy M. Marquez		170	%		85	%	$	669,375
Edward J. O'Donnell(1)		170	%		—			—
Mark A. DePuy		170	%		85	%	$	602,438
Timothy A. Ficker(2)		120	%		—			—
Ian Livett		80	%		40	%	$	122,304
Terry L. Anderson(3)		80	%		—			—
Brian Donovan		70	%		35	%	$	96,250

(1)

Mr. O'Donnell resigned his position with Venoco effective May 9, 2014

(2)

Mr. Ficker resigned his position with Venoco effective November 3, 2014

(3)

Mr. Anderson resigned his position with Venoco effective October 1, 2014

        Long-Term Incentive Compensation.    We believe the use of long-term incentive compensation based on the value of the equity of Venoco or DPC creates an ownership culture that encourages the long-term performance of Venoco's executive officers.

2012 Plan.    Certain changes in our long-term incentive programs occurred as a result of the going-private transaction, but the Compensation Committee has generally attempted to replicate the economic effects of the programs in place prior to the transaction to the extent feasible. As part of the

9

terms and conditions of the going private transaction, all then-existing stock options (whether vested or unvested) were extinguished upon the closing of the transaction for a cash payment equal to the then-existing "spread" inherent in the option (i.e., the excess, if any, of the merger consideration of $12.50 per share over the option exercise price, multiplied by the number of shares subject to the option). All shares of restricted stock were converted into the right to receive cash equal to the merger consideration of $12.50 per share at the time such restricted share otherwise vests according to its terms; however, in the case of an award subject to one or more market-based vesting conditions, it is assumed that those conditions are satisfied at the target level (such rights referred to hereafter as "Rights to Receive" or "RTR units").

        In November 2012, the Venoco Board adopted a new cash-settled long-term incentive plan, known as the Venoco, Inc. 2012 Stock-Based Cash Incentive Plan (the "2012 Plan") to replace the plans that were in place prior to the going private transaction. Under the 2012 Plan, Venoco is authorized to issue cash-settled share appreciation rights ("SARs"), cash-settled restricted share units ("RSUs"), and other cash-settled awards to Venoco's employees, directors and other service providers. Although the awards are issued and settled by Venoco, the awards are measured based on the value of DPC's stock, which the Venoco Board believes is a more appropriate vehicle for measuring and driving long-term stockholder value creation. Because Venoco is no longer publicly traded, it is not practical to use total shareholder return as the performance metric on which these awards vest. Instead, the Compensation Committee decided to have such RSU awards vest based on the achievement of the performance measures used to determine the annual cash bonus payout. Vesting of the RSU awards is subject to a four-year graded vesting schedule (the "Grant Period") such that twenty-five percent (25%) of a long term incentive grant ("LTI Grant") will be eligible for vesting each calendar year on a cumulative basis (i.e., 25% in the first year, 50% in the second year, 75% in the third year, and 100% in the fourth year).

        On each anniversary date of the date of a RSU grant, the officers will vest in and be entitled to receive a cash payment equal to the fair market value of a number of shares of DPC stock equal to the number of restricted share units vesting on such date. The number of restricted share units vesting on any such date is equal to the product of the "Earned Percentage" for that year's grant (defined below) multiplied by the cumulative graded vesting percentage (i.e., 25% on the first anniversary, 50% on the second anniversary, 75% on the third anniversary, and 100% on the fourth anniversary) of such grant, less any amounts previously vested for such grant. The Earned Percentage for any grant is generally the level of attainment of the performance measures used to determine the annual bonuses for the year in which the grant is made. For example, if the performance measures used to determine the annual bonuses for the year in which the grant is made are achieved at 75%, then the Earned Percentage for each year in the Grant Period would equal 75% and, therefore, 75% of the grant eligible for vesting in each year will have been earned and will be paid to the individual on or shortly following each anniversary date (subject to the individual's continued employment through that date). The actual amount payable shall be equal to the number of units vested multiplied by the share price of DPC shares as determined by the most recent independent valuation preceding the vesting date.

        If the performance measures used to determine the annual bonuses for a particular year are greater than 100%, and the Earned Percentage for any prior LTI Grant was less than 100%, then the excess of the current year performance over 100% will be "carried back" to increase the prior LTI Grant's Earned Percentage(s). The excess will be applied first to the LTI Grants in the earliest year in the Grant Period until the Earned Percentage for that year's LTI Grant has been increased to a maximum of 100%; any excess after increasing the Earned Percentage for the LTI Grant for the earliest year will be applied to the LTI Grant for the second earliest year until the Earned Percentage for that year's grant has been increased to a maximum of 100%; any excess after increasing the Earned Percentage for the LTI Grant for the second earliest year will be applied to the LTI Grant for the most recent prior year until the Earned Percentage for that year's LTI Grant has been increased to a

10

maximum of 100%. For example (continuing the first example above), if in Year 2 the performance measures are achieved at 115%, then the excess over 100% (i.e., 15%) will be carried back to increase the Earned Percentage for the prior year's LTI Grant to 90%.

        If the performance measure for a year is attained at a level greater than 100%, and after "carrying back" the excess over 100% to increase the Earned Percentage(s) for prior years' LTI Grants to 100%, there continues to be excess, then an amount equal to 50% of the remaining excess will be applied to the current year's LTI Grant and may yield an Earned Percentage for the current year's grant of up to 120%. For example (continuing the example above), if in Year 2 the performance measure is attained at 175%, then the excess of the Year 2 performance over 100% will be carried back to increase the Earned Percentage for the first year's LTI Grant to 100%, and one-half of the remaining excess of 50% will be applied to increase the Earned Percentage for the current year's grant up to a maximum of 120%. Refer to "Grants of Plan-Based Awards" for LTI Grants made to executive officers in 2014.

        As discussed above, the Compensation Committee determined that Venoco achieved its 2014 annual performance metrics at a level of 50% of target. Accordingly, the Earned Percentage for the 2014 RSU LTI Grants is 50%. The tranche of the 2014 LTI RSU Grant that was eligible to vest in 2014 (i.e. 25% of the 2014 LTI Grants) vested at 50% and will be paid in April 2015. For purposes of determining the amount payable per unit, the Compensation Committee had DPC's stock independently valued as of December 31, 2014 and based on such determination will pay out $2.01 per unit. As previously disclosed in our 2013 Form 10-K/A, the 2013 Earned Percentage for the LTI Grants made in 2013 is 70%.

Deferral of Restricted Stock Conversion Payout Amounts.    In early 2013, the Company and each of the named executive officers entered into deferral agreements pursuant to which certain amounts payable in regards to RTR units would not be paid as and when vesting occurred as required by the merger agreement governing the going private transaction, but would instead be paid in early 2014. The deferral agreements were entered into to ease short-term cash flow concerns, and as a result, provide that each executive shall be entitled to receive on the ultimate payment date an additional amount equal to 25% of the amount deferred.

        Venoco made the following deferred payouts in January 2014 to its named executive officers:

	Deferred Payouts ($)
Timothy M. Marquez	$	7,273,560
Edward J. O'Donnell	$	397,094
Timothy A. Ficker	$	989,031
Terry L. Anderson	$	709,664
Mark A. DePuy	$	—

Employee Stock Ownership Plan.    On December 31, 2012, Venoco and DPC adopted an employee stock ownership plan, a tax-qualified retirement plan pursuant to which all employees of Venoco (including Venoco's executive officers) will generally have the ability to receive contributions that are invested primarily in DPC stock.

CFO Services

        On November 3, 2014, Venoco engaged Opportune LLP ("Opportune") to provide various accounting advisory and consulting services to it and DPC. As part of that engagement, Scott Pinsonnault of Opportune served as interim CFO of Venoco and DPC from that date until his appointment as permanent CFO of both companies effective May 1, 2015 (see "Employment and Other Agreements" below). During his period of service as interim CFO, Mr. Pinsonnault's services to the

11

Company were billed by Opportune in the amount of $178,301 for services performed through December 31, 2014, and he was not separately compensated by Venoco or DPC.

Perquisites and Other Compensation

        Venoco has provided, and intends to continue to maintain, relatively modest executive benefits and perquisites for its executive officers. However, the Compensation Committee in its discretion may revise, amend or add to Venoco's executive officers' benefits and perquisites if it deems such action advisable.

Tax and Accounting Implications

        Deductibility of Executive Compensation.    As part of its role, the Compensation Committee historically reviewed and considered the deductibility of executive compensation under Section 162(m) of the Code, which, prior to the going private transaction, made it such that Venoco could not deduct compensation of more than $1.0 million in any tax year that was paid to certain individuals unless certain requirements were satisfied. Effective as of the going private transaction, Venoco and its legal counsel believe that Section 162(m) should no longer apply to us.

        Accounting for Stock-Based Compensation.    We account for stock-based payments in accordance with the requirements of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718.

Employment and Other Agreements

        As of December 31, 2014 Venoco had employment agreements with two of its executive officers pursuant to which the executive officer will receive benefits if his employment is terminated (other than for misconduct) by Venoco, by the executive officer's death or disability or in certain circumstances following a change in control. These arrangements reinforce and encourage Venoco's executive officers' continued attention and dedication to their duties without the distraction arising from the possibility of a change in control of our company and are intended to facilitate a smooth transition in the event of a change in control of our company. In addition, these arrangements provide Venoco's executive officers with severance to help ease their financial transition from our company. The details and amounts of these benefits are described in "—Executive Officer Compensation in 2014—Potential Payments Upon Termination or Change in Control."

        On April 27, 2015, Mr. Donovan entered into an employment agreement with Venoco pursuant to which he will receive an annual salary of $286,000 and an annual bonus with a target amount equal to 75% of his annual salary. The other terms of the agreement are substantially similar to those of the current executive officers of the company other than Timothy Marquez, the Executive Chairman.

        On April 27, 2015, Mr. Marquez entered into an amendment to his existing employment agreement pursuant to which he will receive $1,500,000 in recognition of his leadership in completing the recent restructuring transaction through which Venoco raised approximately $175 million of new debt capital and achieved debt cancellation of $44 million. An additional $1,500,000 will be paid after the date on which Venoco (in the judgment of the Compensation Committee) has received final regulatory approval from the California State Lands Commission for the proposed lease line adjustment in the South Ellwood field, which approval may include reasonable mitigation requirements, and pursuant to which Venoco may pursue a drilling permit relating to the area covered by the adjustment.

        Effective May 1, 2015, Mr. Pinsonnault was appointed as CFO of Venoco and DPC on a permanent basis and entered into an employment agreement with Venoco pursuant to which he will receive an annual salary of $425,000 and an annual bonus with a target amount equal to 90% of his

12

annual salary. The other terms of the agreement are substantially similar to those of the current executive officers of the company other than Mr. Marquez.

Risk Considerations

        The Compensation Committee and management have reviewed Venoco's compensation policies and practices and believe they encourage prudent business decisions and do not create or encourage excessive risks or risk taking that is reasonably likely to result in a material adverse impact on the Company.

Consideration of Shareholder Advisory Vote on Executive Compensation

        Following the going private transaction, Venoco has not held a shareholder advisory vote on executive compensation.

Compensation Committee Report

        We, the Compensation Committee of the Board, have reviewed and discussed the Compensation Discussion and Analysis (set forth above) with the management of the Company, and, based on such review and discussion, have recommended to the Board inclusion of the Compensation Discussion and Analysis in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Compensation Committee:

Joel L. Reed, Chairman
Richard S. Walker

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Executive Officer Compensation in 2014

Summary Compensation Table

        The following table summarizes the total compensation paid or earned by persons who served as Venoco's principal executive officer or principal financial officer during 2014 (other than Mr. Pinsonnault, who, as described in "—Compensation Discussion and Analysis—CFO Services," was not compensated by either Venoco or DPC for his services in 2014) and Venoco's other executive officers who were serving as executive officers as of December 31, 2014 or who are otherwise required to be disclosed herein (the "named executive officers").

					Bonus
Name and Principal Position	Year		Salary ($)		Discretionary Bonus ($)(1)		Non-Equity Incentive Plan Compensation ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(8)		Total ($)
Timothy M. Marquez		2014	$	787,500	$	669,375	$	—	$	3,150,052	$	32,124	$	4,639,051
Executive Chairman		2013	$	787,500	$	93,712	$	843,413	$	1,388,085	$	30,435	$	3,143,145
		2012	$	750,000	$	150,000	$	1,389,750	$	2,918,199	$	29,900	$	5,237,849
Edward J. O'Donnell		2014	$	255,331	$	—	$	—	$	—	$	25,505	$	280,836
(former CEO)(3)		2013	$	708,750	$	84,342	$	759,071	$	827,889	$	41,828	$	2,421,880
		2012	$	520,433	$	67,500	$	1,250,775	$	273,191	$	188,917	$	2,300,816
Mark A. DePuy		2014	$	577,828	$	602,438	$	—	$	546,051	$	42,557	$	1,768,874
CEO(4)		2013	$	341,250	$	19,110	$	171,990	$	183,689	$	25,609	$	741,648
		2012	$	325,000	$	—	$	283,400	$	—	$	28,236	$	636,636
Tim A. Ficker		2014	$	375,591	$	—	$	—	$	—	$	44,889	$	420,480
(former CFO)(5)		2013	$	448,640	$	37,686	$	339,171	$	423,941	$	44,554	$	1,293,992
		2012	$	427,275	$	158,129	$	558,876	$	552,321	$	43,904	$	1,704,505
Terry L. Anderson		2014	$	268,489	$	—	$	—	$	—	$	28,986	$	297,475
(former General Counsel		2013	$	356,160	$	19,945	$	179,504	$	212,990	$	29,572	$	798,171
and Secretary)(6)		2012	$	339,200	$	141,904	$	258,810	$	372,418	$	31,644	$	1,143,976
Brian Donovan		2014	$	236,871	$	96,250	$	—	$	72,768	$	22,945	$	428,834
General Counsel and Secretary(7)
Ian Livett		2014	$	305,760	$	122,304	$	—	$	470,397	$	55,702	$	954,163
Vice President-Southern
California Operations

(1)

Amounts shown represent annual incentive bonus awards under the Senior Executive Bonus Plan and related discretionary adjustment, which are discussed in "—Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Bonuses." Amounts for 2014 reflect cash compensation earned in 2014 but not paid until 2015.

(2)

Amounts shown reflect the awards described in "—Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation." Amounts shown do not reflect compensation actually received by Venoco's executive officers or the actual value that may be recognized by the executive officers with respect to these awards in the future. Instead, the amounts shown are the grant date fair values determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in the notes to Venoco's audited financial statements included in the Original Filing.

(3)

Mr. O'Donnell resigned his position with Venoco effective May 9, 2014.

(4)

Mr. DePuy was promoted from Chief Operating Officer to Chief Executive Officer effective June 1, 2014.

(5)

Mr. Ficker resigned his position with Venoco effective November 3, 2014.

(6)

Mr. Anderson resigned his position with Venoco effective October 1, 2014

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(7)

Mr. Donovan was promoted from Assistant General Counsel to General Counsel and Secretary effective October 1, 2014.

(8)

The amounts for 2014 entitled "All Other Compensation" are detailed in the following table:

Name	Qualified Retirement Plan Employer Match		Premium Towards Health Insurance Plans		Housing Allowance		Premium Towards Life Insurance Plans		Secured Parking Fees		Health Club Dues		HSA
Timothy M. Marquez(a)	$	—	$	25,880	$	—	$	659	$	2,200	$	3,385	$	—
Edward J. O'Donnell	$	15,250	$	8,055	$	—	$	275	$	1,925	$	—	$	—
Mark A. DePuy	$	15,090	$	19,398	$	—	$	659	$	3,340	$	2,760	$	1,310
Timothy A. Ficker	$	15,250	$	23,723	$	—	$	604	$	3,045	$	2,267	$	—
Terry L. Anderson	$	15,250	$	12,069	$	—	$	357	$	—	$	—	$	1,310
Brian Donovan	$	15,250	$	2,969	$	—	$	522	$	2,874	$	1,330	$	—
Ian Livett	$	15,250	$	14,483	$	24,000	$	659	$	—	$	—	$	1,310

(a)

In addition, prior to May 2014 Venoco provided office space that it was not using in its Denver, Colorado office to Mr. Marquez's wife and four other persons. Mrs. Marquez, on a volunteer basis, assisted with the coordination of Venoco's charitable giving programs for 2014. Other activities conducted by those persons in that office space include performing services for other charitable institutions and conducting personal business for Mr. and Mrs. Marquez. Because such office space would have otherwise been vacant, we believe that the aggregate incremental cost to our company is de minimis.

Grants of Plan-Based Awards

        The following table summarizes grants of plan-based awards under the Senior Executive Bonus Plan and the 2012 Plan to Venoco's named executive officers during 2014 and possible future payouts pursuant to those awards.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Incentive Plan Awards(2)												Grant Date Fair Value of Stock and SAR Awards ($)
														ESOP Awards: Number of Shares (#)(3)
																SARs: Number of Units (#)(4)		Base Price of SARs ($)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Timothy M. Marquez	4/1/2014		—	$	1,338,750	$	2,677,500		—		8,088		9,706		1,567		406,963	$	12.24	$	3,150,052
Edward J. O'Donnell	4/1/2014		—	$	1,204,875	$	2,409,750		—		2,619		3,143		1,567		66,418	$	12.24	$	546,051
Mark A. DePuy	4/1/2014		—	$	982,308	$	1,964,615		—		2,619		3,143		1,567		66,418	$	12.24	$	546,051
Timothy A. Ficker	4/1/2014		—	$	538,367	$	1,076,734		—		2,619		3,143		1,567		66,418	$	12.24	$	546,051
Terry L. Anderson	4/1/2014		—	$	284,927	$	569,854		—		2,619		3,143		1,567		66,418	$	12.24	$	546,051
Brian Donovan(5)	4/1/2014		—	$	165,801	$	331,619		—		1,371		—		1,375		5,256	$	12.24	$	72,768
Ian Livett	4/1/2014		—	$	244,608	$	489,216		—		2,102		2,522		1,501		57,221	$	12.24	$	470,397

(1)

Non-equity incentive awards consist of annual bonuses payable under the Senior Executive Bonus Plan. Amounts reported in the table represent estimates at the beginning of 2014 expected to be paid under performance guidelines established by the Compensation Committee. See "—Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Bonuses" for a discussion of payment criteria and actual awards paid.

(2)

Amounts shown reflect the RSU awards described in "—Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation." The awards are subject to vesting requirements as described in that section.

(3)

ESOP units granted to executive officers in 2014 at a grant date fair value of $12.24 per unit.

(4)

SARs granted to executive officers in 2014 at a grant date fair value of $7.45 per unit.

(5)

RSU awards granted to Mr. Donovan in 2014 were a service based grant and not subject to performance vesting.

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Outstanding Equity Awards at Fiscal Year End

        The following table summarizes the holdings of all equity-based awards held by Venoco's named executive officers as of December 31, 2014. Each equity-based grant is shown separately for each named executive officer.

	Option Awards(1)										Stock Awards(2)
Name	Grant Date for all Awards Listed(3)		Number of Units Underlying Options(#) Exercisable		Number of Units Underlying Options(#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested(#)(3)		Market Value of Shares or Units That Have Not Vested($)		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested(#)(5)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested($)
Timothy M. Marquez		4/1/2014		101,741		305,222	$	12.24		3/31/2024		1,567	$	3,150		8,088	$	16,257
		4/1/2013		199,144		199,144	$	20.00		3/31/2023		2,252	$	4,527		3,516	$	7,067
		4/1/2012		—		—		—		—		—		—		175,162	$	352,076
		11/13/2012		990,550		—	$	12.50		11/13/2022		65,612	$	820,150		—		—
Edward J. O'Donnell(4)				—		—		—		—		—		—		—		—
Mark A. DePuy		4/1/2014		16,605		49,813	$	12.24		3/31/2024		1,567	$	3,150		2,619	$	5,264
		4/1/2013		22,820		22,820	$	20.00		3/31/2023		2,252	$	4,527		1,125	$	2,261
		11/13/2012		18,750		6,250	$	12.50		12/15/2021		6,250	$	78,125		—		—
Timothy A. Ficker(4)				—		—		—		—		—		—		—		—
Terry L. Anderson(4)				—		—		—		—		—		—		—		—
Brian Donovan		4/1/2014		1,314		3,942	$	12.24		3/31/2024		1,375	$	2,764		1,371	$	2,756
		4/1/2013		4,341		4,341	$	8.33		3/31/2023		1,815	$	3,648		1,360	$	2,734
		4/1/2012		—		—		—		—		—		—		2,578	$	5,182
		11/13/2012		23,397		—	$	12.50		11/13/2022		671	$	8,388		—		—
Ian Livett		4/1/2014		14,305		42,916	$	12.24		3/31/2024		1,501	$	3,017		2,102	$	4,225
		4/1/2013		18,101		18,101	$	8.33		3/31/2023		2,207	$	4,436		1,654	$	3,325
		4/1/2012		—		—		—		—		—		—		3,176	$	6,384
		11/13/2012		2,832		—	$	12.50		11/13/2022		224	$	2,800		—		—

(1)

Option awards include SARs granted under the 2012 Plan.

(2)

Stock awards include (i) rights-to-receive awards (RTR) issued at $12.50 per unit in replacement of unvested restricted stock outstanding as of the closing of the going private transaction, (ii) ESOP units granted under the ESOP, and (iii) 2012, 2013 and 2014 LTI Grants in the form of restricted share units.

(3)

Represents RTRs and ESOP units. The RTRs will be cash settled upon vesting at $12.50 per unit. The RTRs are subject to the original service conditions attached to the unvested restricted stock they replaced. ESOP units vest over four years. Once four years of service have been completed all historical and future grants are fully vested.

(4)

Officer voluntarily terminated and therefore all awards were forfeited.

(5)

Represents 2012, 2013 and 2014 LTI Grants in the form of restricted stock units. Vesting of LTI Grants is subject to a four-year graded vesting schedule such that twenty-five percent (25%) will be eligible for vesting each calendar year on a cumulative basis (i.e., 25% in the first year, 50% in the second year, 75% in the third year, and 100% in the fourth year), as described above under the heading entitled "Long-Term Incentive Compensation." The restricted stock units are cash settled at the fair value of the DPC share.

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Option Exercises and Stock Vested

        The following table sets forth SAR exercises that occurred during 2014 as well as RTRs and RSUs held by our named executive officers that vested during fiscal 2014.

	SAR Awards				Stock Awards
Name	Number of Units Exercised		Value Realized on Exercise(1)		Number of Units Vested		Value Realized on Vesting(2)
Timothy M. Marquez		—	$	—		755,432	$	10,873,599
Edward J. O'Donnell		—	$	—		50,296	$	705,687
Mark A. DePuy		—	$	—		6,511	$	81,329
Timothy A. Ficker		—	$	—		147,109	$	2,032,061
Terry L. Anderson		—	$	—		81,797	$	1,161,266
Brian Donovan		2,170	$	8,485		4,328	$	53,647
Ian Livett		9,050	$	35,386		2,894	$	35,645

(1)

Value realized is the difference between the grant date option price and the exercise price.

(2)

Value realized is based on $12.50 per share for RTRs and $12.24 per share for RSUs.

Pension Benefits

        Neither Venoco nor DPC had any tax-qualified defined benefit plans or supplemental executive retirement plans in 2014 that provided for payments or other benefits to their executive officers in connection with their retirement.

Non-Qualified Defined Contribution and Other Deferred Compensation Plans

        Neither Venoco nor DPC had any non-qualified defined contribution plan or other deferred compensation plans in 2014 that provided for payments or other benefits to their executive officers.

Potential Payments Upon Termination or Change in Control/Golden Parachute Compensation

        The table below reflects estimated amounts of compensation payable by Venoco to its named executive officers upon their termination of employment with Venoco. The table omits named executive officers from whom no agreement or arrangement provided for such compensation as of December 31, 2014. The table also omits executives who resigned their employment in 2014, as each of such executives received only accrued but unpaid obligations upon their termination. The amounts shown assume that such termination was effective as of December 31, 2014, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive officers upon their termination. The actual amounts to be paid out can only be determined at the time of such executive officer's termination.

        Regardless of the manner in which an executive officer terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include:

•

non-equity incentive compensation earned during the fiscal year, to the extent vested;

•

long-term incentive awards, to the extent vested (if an executive officer is terminated for misconduct, SARs, whether vested or unvested, are generally cancelled at the date of termination);

•

amounts contributed and vested under Venoco's qualified retirement plans; and

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•

unused vacation pay.

        If Venoco terminates an executive officer's employment for a reason other than change in control, death, disability or such executive officer's misconduct, then Venoco will pay him a lump sum in cash equal to two times the sum of (i) his base compensation and (ii) an amount equal to the greater of a specified dollar amount or the highest incentive award paid or payable during the three years preceding his termination of employment.

        However, if Venoco terminates an executive officer's employment for a reason relating to a change in control of Venoco, his death or disability, or if he terminates employment for good reason in conjunction with a change in control, then such executive officer will receive:

•

a cash lump-sum payment equal to three times the sum of:

•

the executive officer's base salary;

•

an amount equal to the highest incentive award paid or payable to the executive officer under Venoco's incentive compensation plans during the current year and the three years prior to termination; and

•

an amount equal to the maximum contribution allowed under Venoco's qualified retirement plan; and

•

life, disability, accident and group health insurance benefits for the 36-month period following the executive officer's termination, except that such premiums charged to the executive officer cannot exceed the premiums he paid while an active employee of Venoco, and if any benefit is taxable to him, Venoco will make him whole on a net after-tax basis; and

•

the opportunity to cancel all of his outstanding share-based awards then held by him for a lump sum in cash equal to the sum of the value of all such awards, calculated as though all required goals had been achieved.

        A "change in control" of Venoco is generally deemed to occur under the employment agreements if (i) any person or group other than Timothy Marquez (or a member of his family) becomes a beneficial owner of more than 50% of Venoco's voting stock, (ii) Venoco's stockholders approve a plan to liquidate Venoco or to sell all or substantially all of Venoco's assets or (iii) Mr. Marquez (together with members of his family) is no longer the largest beneficial owner of Venoco's voting securities and

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is no longer Venoco's CEO or Chairman. The completion of the going private transaction was not deemed a change in control for purposes of the employment agreements.

Name	Event	Cash Severance Payment ($)		Cashout of Stock-Based Awards/Accelerated Vesting ($)(1)		Continuation of Medical/Welfare Benefits (present value) ($)		Total ($)
Timothy M. Marquez	Voluntary Termination and
	Termination For Misconduct:	$	—	$	—	$	—	$	—
	Involuntary Termination Not For
	Misconduct:	$	4,354,500	$	—	$	—	$	4,354,500
	Involuntary or Good Reason
	Termination (Change-in-Control)(2),
	Disability, or Death:	$	6,584,250	$	1,198,699	$	79,615	$	7,862,564
Mark A. DePuy	Voluntary Termination and
	Termination For Misconduct:	$	—	$	—	$	—	$	—
	Involuntary Termination Not For
	Misconduct:	$	2,622,376	$	—	$	—	$	2,622,376
	Involuntary or Good Reason
	Termination (Change-in-Control)(2),
	Disability, or Death:	$	3,986,064	$	88,800	$	60,170	$	4,135,034

(1)

Under the applicable employment agreements with Venoco's executive officers, each has a right in certain instances relating to termination of employment to require us to cancel all his outstanding stock based awards in exchange for a lump sum amount of cash equal to the "spread" inherent in each SAR and the value of each RSU outstanding, calculated as though all required goals had been achieved. The amounts shown also reflect where applicable the assumed value of awards vested following an involuntary termination not for misconduct.

(2)

The employment agreements do not specify a particular period in which a termination, or resignation for good reason, must occur following a change in control for the amounts shown to be payable, but we believe that such termination or resignation would have to occur within a reasonable time following the change in control. A termination or resignation in the six month period preceding a change in control event can also result in the amounts shown becoming payable in certain circumstances.

Director Compensation

        Venoco uses a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Venoco Board. Cash payments to Venoco's directors for service during 2013 and 2014 are summarized in the following table. Mr. Marquez is DPC's sole director and receives no compensation for his services in that capacity, or for his service on Venoco's Board.

	2013		2014
Annual Retainer	$	55,000	$	55,000
Board Meeting Fees	$	1,500	$	1,500
Committee Meeting Fees	$	1,000	$	1,000
Lead Director	$	10,000	$	10,000
Audit Committee Chair	$	17,500	$	17,500
Audit Committee Members	$	5,000	$	5,000
Compensation Committee Chair	$	15,000	$	15,000
Compensation Committee Members	$	4,000	$	4,000

        In some circumstances committee members may be compensated for time directly spent on committee matters other than attendance at meetings, in amounts not to exceed $3,000 per quarter. Directors who are Venoco's employees receive no compensation for their services as director.

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Director Summary Compensation Table

        The following table summarizes the compensation earned by Venoco's non-employee directors during 2014.

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards Grant Date Fair Value ($)(2)		SARs Grant Date Fair Value ($)(3)		Total ($)
Joel L. Reed	$	109,000	$	24,370	$	138,123	$	271,493
Richard Walker	$	100,500	$	24,370	$	138,123	$	262,993

(1)

Mr. Marquez is not included in this table because he is an employee and therefore receives no compensation for his services as a director. The compensation received by Mr. Marquez as an employee is shown in "—Executive Officer Compensation in 2014—Summary Compensation Table."

(2)

Non-employee directors were granted 1,991 performance based RSUs in 2014 at a grant date fair value of $12.24 per unit.

(3)

Non-employee directors were granted 18,540 SARs in 2014 at a grant date fair value of $7.45 per unit.

Compensation Committee Interlocks and Insider Participation

        Neither Venoco nor DPC had any compensation committee interlocks with any entity in 2014.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

        At December 31, 2014, all of the Company's share based awards are settled solely in cash.

Security Ownership of Certain Beneficial Owners and Management

        Mr. Marquez and his wife Bernadette Marquez own, through a family trust (the "Marquez Trust"), approximately 93% of the outstanding shares of DPC. A foundation controlled by Mr. and Mrs. Marquez (the "Marquez Foundation") owns an additional 1% of such common stock. Venoco's sole stockholder of record is DPC. Because Mr. and Mrs. Marquez control DPC, they may be deemed to beneficially own all of Venoco's outstanding common stock under applicable SEC rules. The business address of Mr. and Mrs. Marquez is c/o Venoco, Inc., 370 17th Street, Suite 3900, Denver, Colorado 80202- 1370. No other person beneficially owns more than 5% of DPC's outstanding stock and no other officer or director of DPC beneficially owns more than 1% of such stock.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

        The Board has determined that, other than Mr. Marquez, each member of the Venoco Board is independent under the Categorical Standards. See "Directors, Executive Officers and Corporate Governance—Corporate Governance—Director Independence and Categorical Standards."

Transactions with Related Persons

Policy Regarding Related Person Transactions

        The Audit Committee of the Venoco Board has adopted a written policy regarding the review and approval of transactions between Venoco and any "related person." Under the policy, related persons

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include Venoco's directors and executive officers, holders of five percent or more of Venoco's common stock, immediate family members of any of those persons and any entities in which any of the foregoing persons hold a significant interest. The policy applies to any "related person transaction," which is generally defined as any transaction involving Venoco and a related person where the amount involved exceeds $20,000, subject to some exceptions, including for (i) transactions in which the interest of the related person arises solely from his or her ownership of Venoco's common stock and all stockholders participate in the transaction on a pro rata basis and (ii) compensation-related transactions that are approved or recommended by the Compensation Committee of Venoco's Board.

        The policy provides that when a related person transaction is proposed, the Audit Committee will consider all material information relating to the transaction and the related person's relationship with Venoco, and will approve the transaction only if it is in, or not inconsistent with, the best interests of Venoco and its stockholders to do so. In circumstances where it is not practicable or desirable to wait until the next Audit Committee meeting, the Chairman of the committee may review the transaction, applying the same standard. In the event Venoco's CEO, CFO or General Counsel becomes aware of a related person transaction that was not previously approved or ratified under the policy, the Audit Committee (or the Chairman) will review the transactions and evaluate all available options, including ratification, amendment, termination or rescission of the transaction. Except as otherwise indicated, each of the transactions described in "—Related Transactions" were reviewed and approved pursuant to the policy.

Related Transactions

        Aircraft Lease Agreement.    In 2011, Venoco entered into a non- exclusive aircraft sublease agreement with TimBer, LLC, a company owned by Mr. Marquez and his wife. Venoco incurred approximately $0.7 million of costs related to the agreement in 2014.

Item 14.    Principal Accounting Fees and Services

Fees Paid to Principal Accountants

        The following table presents the aggregate fees billed for the indicated services performed by Ernst & Young LLP by Venoco and DPC for the 2013 and 2014 fiscal years.

	2013(2)		2014
Audit fees(1)	$	586,500	$	608,000
Audit-related fees		—		—
Tax fees		—		—
All other fees		188,000		—
Total	$	774,500	$	608,000

(1)

Audit fees include fees for the year-end audit and related quarterly reviews.

(2)

Audit fees for 2013 also include issuance of comfort letters and consents.

Audit Committee Pre-Approval Policy

        The charter of the Audit Committee of Venoco's Board includes certain policies and procedures regarding the pre-approval of audit and non-audit services performed by an outside accountant. The committee is required to pre-approve all engagement letters and fees for all auditing services (including providing comfort letters in connection with securities underwritings) and permissible non-audit services, subject to any exception under Section 10A of the Exchange Act and the rules promulgated thereunder. Pre-approval authority may be delegated to a committee member or a subcommittee, and any such member or subcommittee shall report any decisions to the full committee at its next scheduled meeting. All of the services described in "Fees Paid to Principal Accountants" were approved by the Audit Committee pursuant to its pre-approval policies as in effect as of the relevant times.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)   Exhibits

Exhibits		Description
	10.1	Employment Agreement, dated as of April 27, 2015, by and between Venoco, Inc. and Brian Donovan.
	10.2	Amendment No. 2 to Employment Agreement, dated as of April 27, 2015, by and between Venoco, Inc. and Tim Marquez.
	31.1	Certificate of Principal Executive Officer of Venoco, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certificate of Principal Financial Officer of Venoco, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.3	Certificate of Principal Executive Officer Denver Parent Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.4	Certificate of Principal Financial Officer of Denver Parent Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certificate of Principal Executive Officer and Principal Financial Officer of Venoco, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certificate of Principal Executive Officer and Principal Financial Officer of Denver Parent Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VENOCO, INC.
By:	/s/ MARK A. DEPUY
	Name:	Mark A. DePuy
	Title:	Chief Executive Officer
	Date:	April 28, 2015

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK A. DEPUY Mark A. DePuy	Chief Executive Officer (Principal Executive Officer)	April 28, 2015
/s/ SCOTT M. PINSONNAULT Scott M. Pinsonnault	Chief Financial Officer (Principal Financial Officer)	April 28, 2015
/s/ HEATHER HATFIELD Heather Hatfield	Director of Financial Reporting (Principal Accounting Officer)	April 28, 2015
/s/ TIMOTHY M. MARQUEZ Timothy M. Marquez	Director	April 28, 2015
/s/ JOEL L. REED Joel L. Reed	Director	April 28, 2015
/s/ RICHARD S. WALKER Richard S. Walker	Director	April 28, 2015

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        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DENVER PARENT CORPORATION
By:	/s/ TIMOTHY M. MARQUEZ
	Name:	Timothy M. Marquez
	Title:	Chief Executive Officer
	Date:	April 28, 2015

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ TIMOTHY M. MARQUEZ Timothy M. Marquez	Chief Executive Officer (Principal Executive Officer); Sole Director	April 28, 2015
/s/ SCOTT M. PINSONNAULT Scott M. Pinsonnault	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 28, 2015
/s/ HEATHER HATFIELD Heather Hatfield	Director of Financial Reporting (Principal Accounting Officer)	April 28, 2015

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into effective as of the 27th day of April 2015 by and between Venoco, Inc., a Delaware corporation (“Company”), and Brian E. Donovan (“Employee”).

WHEREAS, the Company desires to employ Employee as the General Counsel and Secretary, and Employee desires to accept such employment;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.Employment.  The Company hereby employs Employee, and Employee hereby accepts employment by the Company, as General Counsel and Secretary on the terms and conditions set forth in this Agreement.

2.Term of Employment.  Subject to the provisions for earlier termination provided in the Agreement, the term of this Agreement (the “Term”) shall commence on the effective date of this Agreement as stated above and shall terminate on December 31, 2016; provided, however, commencing on January 1, 2017 and on each January 1 thereafter, the term of this Agreement shall automatically be extended one additional year unless, not later than September 30 of the preceding year, the Board of Directors of the Company (the “Board”) shall give written notice to Employee that the Term of the Agreement shall cease to be so extended; provided, further, that if a Change in Control, as defined in Section 7, shall have occurred during the original or extended Term of this Agreement, the Term shall continue in effect for a period of not less than 36 months beyond the date of such Change in Control.  In no event, however, shall the Term of this Agreement extend beyond the end of the calendar month in which Employee’s 65th birthday occurs.  Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of Employee (or Employee’s estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including, without limitation, the provisions of Sections 8(c), 14 and 17.

3.Employee’s Duties.  During the Term of this Agreement Employee shall serve as the General Counsel and Secretary of the Company, based in Denver, Colorado and with such customary duties and responsibilities as may from time to time be assigned to him by the Chief Executive Officer and the Board, provided that such duties are at all times consistent with the duties of such position. Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the duties and responsibilities assigned to Employee hereunder, to use reasonable best efforts to perform faithfully and efficiently

1

such duties and responsibilities.

4.Base Compensation.  For services rendered by Employee under this Agreement, the Company shall pay to Employee a base salary (“Base Compensation”) of $286,000.00 per annum, payable in accordance with the Company’s customary payroll practice for its executive officers.  The amount of Base Compensation shall be reviewed periodically and may be increased to reflect inflation or such other adjustments as the Board may deem appropriate but Base Compensation, as increased, may not be decreased thereafter.

5.Annual Bonuses. Employee shall be eligible to participate in the Company’s incentive compensation plan; under which cash bonuses are paid to senior executives based upon the performance of both the Company and the employee.  The target annual bonus for the position of General Counsel and Secretary shall be 75% of Employees annual Base Compensation. The annual bonus award will be determined by the Compensation Committee each year for performance during the prior year and paid on April 1 of the year in which it is determined. The amount of the bonus shall be based on performance of the Employee and the Company as measured against goals established by the Compensation Committee.

6.Additional Benefits.  In addition to the other compensation and benefits provided for in this Agreement, Employee shall be entitled to receive all fringe benefits and perquisites offered by the Company to its executive officers.  Such benefits shall include, without limitation, 5 weeks paid vacation per year; participation in the Company’s 401(k) Plan; participation in other incentive and benefit plans offered generally to key employees; participation in various employee benefit plans or programs provided to the employees of the Company in general, subject to the regular eligibility requirements with respect to each of such benefit plans or programs; and such other benefits or perquisites as may be approved by the Board during the Term of this Agreement. Nothing in this paragraph shall be deemed to prohibit the Company from making any changes in any plans, programs or benefits described in this Section 6, provided the change similarly affects all executives of the Company similarly situated.

7.Change in Control.

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

(i)Any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than Timothy M. Marquez, Bernadette B. Marquez, their respective legal 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”) becomes a “beneficial owner”

2

(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, or the outstanding securities of a successor entity in the event of a business combination between the Company and another entity; provided that for purposes of this paragraph a “person” shall not include the entity with which the Company may consummate a business combination;

(ii)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 (ii), 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 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 shall determine is appropriate; or

(iii)the Marquez Family is no longer the largest beneficial owner of the Company’s outstanding voting securities and Timothy Marquez is no longer the Executive Chairman of the Board.

8.Termination.  This Agreement may be terminated prior to the end of its Term as set forth below.

(a)Resignation.  Employee may resign, including by reason of retirement, his position at any time.  In the event of such resignation, except in the case of resignation on or following a Change in Control for Good Reason (as

3

defined below), Employee shall not be entitled to further compensation pursuant to this Agreement.

(b)Death.  If Employee’s employment is terminated due to his death, the Company shall pay Employee’s beneficiaries or legal representatives (i) within 15 days, any Base Compensation and vacation pay which had accrued hereunder at the date of Employee’s death; and (ii) the same benefits that Employee would receive in the event of Discharge following a Change in Control as described in Section 8(c)(i), below, as though Employee has been terminated following a Change in Control.

(c)Discharge.

(i)The Company may terminate this Agreement and Employee’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 11.  However, in the event that Employee’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 8(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee’s dependents) with group health insurance benefits substantially similar to those which Employee (and Employee’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee’s dependents) during the 36-month period following Employee’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee “whole” on a net after tax basis, with such make

4

whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, “Awards”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the “spread”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee; and (D) within 30 days after the Date of Termination, the Company shall pay to Employee an amount equal to 36 times the excess of (i) the monthly premium payable immediately prior to the Notice of Termination for life, disability and accident benefits substantially similar to those which employee (and Employee’s dependents) were receiving at such time, over (ii) the aggregate monthly premiums(s) charged to the Executive for such coverage at such time.  Each of the payments described in Section (A) — (D) of this Section shall be deemed to be separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(ii)Notwithstanding the foregoing provisions of this Section 8, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination.  As used herein, “Misconduct” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.  For purposes hereof, no act, or failure to act, on Employee’s part shall be deemed “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.  Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for

5

Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

(iii)  If the Company terminates this Agreement and Employee’s employment before the expiration of the Term, other than following a Change in Control and other than for Misconduct, then, instead of the severance amount described in Section 8(c)(1)(A), the severance amount shall be equal to two times the sum of (1) Employee’s Base Compensation and (2) an amount equal the greater of $50,000 or the highest cash incentive award paid or payable, as the case may be, during the three years prior to termination, payable at the same time and in the same form as the severance amount set forth in Section 8(c)(1)(A) (cash lump sum within 15 days of the Date of Termination).  The Employee shall not be entitled to any of the other payments or benefits described in Sections 8(c)(1)(B) — (D) above.

(d)Disability.

(i)If Employee shall have been absent from the full-time performance of Employee’s duties with the Company for six consecutive months as a result of Employee’s incapacity due to physical or mental illness, as determined by Employee’s physician, and within 30 days after written Notice of Termination is given by the Company Employee shall not have returned to the full-time performance of Employee’s duties, Employee’s employment may be terminated by the Company for “Disability” and Employee shall upon such termination be entitled to receive the payments described in Section 8(c)(i)  as though Employee has been terminated following a Change in Control.

(ii)If Employee fails during any period during the Term to perform Employee’s full-time duties with the Company as a result of incapacity due to physical or mental illness, as determined by Employee’s physician, Employee shall continue to receive his Base Compensation, together with all compensation payable to Employee under the Company’s Long Term Disability Plan or other similar plan during such period until this Agreement is terminated.

(e)Resignation for Good Reason.  In the event of a Change in Control,

6

Employee shall be entitled to terminate his employment for Good Reason as defined herein.  If Employee terminates his employment for Good Reason, Employee shall be entitled to the compensation and benefits provided in Paragraph 8(c)(i) hereof.  “Good Reason” shall mean (1) the breach of any of the Company’s obligations under this Agreement without Employee’s express written consent or (2) the occurrence of any of the following circumstances without Employee’s express written consent unless such breach or circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination pursuant to Subsection 8(f) given in respect thereof:

(i)the assignment to Employee of any duties that, in the good faith opinion of Employee, are inconsistent with the position in the Company that Employee held immediately prior thereto, or an adverse alteration (as determined in good faith by Employee) in the nature or status of Employee’s office, title, responsibilities, including reporting responsibilities, or the conditions of Employee’s employment from those in effect immediately prior thereto or a failure to maintain Employee as General Counsel and Secretary;

(ii)a reduction in Employee’s Base Compensation;

(iii)the failure by the Company to pay to Employee any portion of Employee’s current compensation or to pay to Employee any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(iv)the failure by the Company to continue in effect any compensation plan in which Employee participates that is material to Employee’s total compensation unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of Employee’s participation relative to other participants, as existed at the time of the Change in Control;

(v)the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of the Company’s life insurance, medical, health and accident, or disability plans in which Employee was participating at the time of this Agreement; the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Employee of any material

7

fringe benefit enjoyed by Employee at the time of this Agreement, or the failure by the Company to provide Employee with the number of paid vacation days to which Employee is entitled on the basis of years of service with the Company (and its predecessors) in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control;

(vi)the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 13 hereof;

(vii)the amendment, modification or repeal of any provision of the Certificate of Incorporation, or the Bylaws of the Company which was in effect immediately prior to time of this Agreement, if such amendment, modification or repeal would materially adversely effect Employee’s right to indemnification by the Company; or

(viii)any purported termination of Employee’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (f) hereof, which purported termination shall not be effective for purposes of this Agreement.

Notwithstanding anything in this Agreement to the contrary, if Employee’s employment with the Company terminates prior to, but within six months of, the date on which a Change in Control occurs and it is reasonably demonstrated by Employee that such termination of employment was (i) by the Company in connection with or anticipation of the Change in Control or (ii) by Employee under circumstances which would have constituted Good Reason if the circumstances arose on or after the Change in Control, then, for purposes of this Agreement, Employee shall be deemed to have continued employment with the Company until the date of the Change in Control and then terminated his employment on such date for Good Reason.

Employee’s right to terminate employment pursuant to this subsection shall not be affected by Employee’s incapacity due to physical or mental illness.  In addition, Employee’s continued employment following any event, act or omission, regardless of the length of such continued employment, shall not constitute Employee’s consent to, or a waiver of Employee’s rights with respect to, such event, act or omission constituting a Good Reason circumstance hereunder.

(f)Notice of Termination.  On and after a Change in Control, any purported termination of Employee’s employment by the Company or by Employee shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall set forth in reasonable detail the reason for termination of Employee’s employment, or in the case of resignation for

8

Good Reason, said notice must specify in reasonable detail the basis for such resignation.  No purported termination which is not effected pursuant to this Section 8(f) shall be effective.

(g)Date of Termination.  “Date of Termination” shall mean the date the employee incurs a “separation from service” within the meaning of Code Section 409A.  Either party may, within 15 days after any Notice of Termination is given, provide notice to the other party pursuant to Section 11 hereof that a dispute exists concerning the termination.  Notwithstanding the pendency of any such dispute, the Company will continue to pay Employee his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, Base Compensation) and continue Employee as a participant in all compensation, benefit and insurance plans in which Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 17 hereof, but in no event past the expiration date of this Agreement.  All payments pursuant to this Section shall be made at the same time or times as otherwise specified in this Agreement or pursuant to the terms of such plan or plans.  Any payments and benefits provided during such period of dispute shall not reduce any other payments or benefits due Employee under this Agreement nor shall Employee be liable to repay the Company for such payments and benefits if it is finally determined the Employee is not entitled to payments under the other provisions of this Agreement following Employee’s termination of employment.

(h)Mitigation.  Except as otherwise provided in Section 8(c)(i) with regard to group health benefits, Employee shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by Employee as a result of employment by another employer, self-employment earnings, by retirement benefits, by offset against any amount claimed to be owing by Employee to the Company, or otherwise.  No amounts payable to Employee under any plan or program of the Company shall reduce or offset any amounts payable to Employee under this Agreement.

(i)Section 280G.

(1)To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event of termination of Employee’s employment with the Company.  If Employee’s employment is terminated following a “change in control” of the Company, within the meaning of Section 280G of the Code, a portion of those benefits could be characterized as “excess parachute payments” within the meaning of Section 280G of the

9

Code.  With respect to issues related to excess parachute payments, the parties have agreed as set forth herein.

(2)Anything in this Agreement to the contrary notwithstanding, the payments and distributions by the Company or any other person to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”)) shall be reduced so that no such Payment shall be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties would be incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), if the Company shall determine that the amount of the Payments that Employee would retain on any after-tax, present value basis would be increased as a result of such reduction by $5,000 or more.

(3)  In the event that a reduction in Payments is required pursuant to the immediately preceding paragraph, then, except as provided below with respect to Payments that consist of health and welfare benefits, the reduction in Payments shall be implemented by determining the “Parachute Payment Ratio” (as defined below) for each Payment and then reducing the Payments in order beginning with the Payment with the highest Parachute Payment Ratio.  For Payments with the same Parachute Payment Ratio, such Payments shall be reduced based on the time of payment of such Payments, with amounts being paid furthest in the future being reduced first.  For Payments with the same Parachute Payment Ratio and the same time of payment, such Payments shall be reduced on a pro-rata basis (but not below zero) prior to reducing Payments next in order for reduction.  For purposes of this Section, “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable Payment as determined for purposes of Code Section 280G, and the denominator of which is the financial present value of such Parachute Payment, determined at the date such payment is treated as made for purposes of Code Section 280G (the “Valuation Date”).  In determining the denominator for purposes of the preceding sentence (1) present values shall be determined using the same discount rate that applies for purposes of discounting payments under Code Section 280G; (2) the financial value of payments shall be determined generally under Q&A 12, 13 and 14 of Treasury Regulation 1.280G-1; and (3) other reasonable valuation assumptions as determined by the Company shall be used.  Notwithstanding the foregoing, Payments that consist of health and welfare benefits shall be reduced after all other Payments, with health and welfare Payments being made furthest in the future being reduced first.

10

(j)  Section 409A.

(1)  Anything in this Agreement to the contrary notwithstanding, if (1) on the date of termination of Employee’s employment with the Company, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) as a result of such termination, the Employee would receive any payment that, absent the application of this paragraph 8(j), would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) 6 months after the Employee’s termination date, (ii) the Employee’s death or (iii) such other date as will cause such payment not to be subject to such interest and additional tax.

(2)  It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code and this Agreement shall be interpreted accordingly.  To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does not result in such tax being imposed.

(3)  All taxable expenses or other reimbursements or in-kind benefits under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(4)  The Employee shall have no right to designate the date of any payment hereunder.

(5)  Each payment provided for in this Agreement shall, to the extent permissible under Code Section 409A, be deemed a separate payment for purposes of Code Section 409A.

9.Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which Employee may qualify, nor shall anything herein limit or otherwise adversely affect such rights as Employee may have under any stock option or other agreements with the

11

Company or any of its affiliated companies.

10.Assignability.  The obligations of Employee hereunder are personal and may not be assigned or delegated by him or transferred in any manner whatsoever, nor are such obligations subject to involuntary alienation, assignment or transfer.  The Company shall have the right to assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole or in part, to any parent, affiliate, successor or subsidiary organization or company of the Company, so long as the obligations of the Company under this Agreement remain the obligations of the Company.

11.Notice.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Company at its principal office address, directed to the attention of the Board with a copy to the Secretary of the Company, and to Employee at Employee’s residence address on the records of the Company or to such other address as either party may have furnished to the other in writing in accordance herewith except that notice of change of address shall be effective only upon receipt.

12.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.Successors; Binding Agreement.

(a)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used herein, the term “Company” shall include any successor to its business and/or assets as aforesaid which executes and delivers the Agreement provided for in this Section 13 or which otherwise becomes bound by all terms and provisions of this Agreement by operation of law.

(b)This Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If Employee should die while any amounts would be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee, or other designee or, if there be no such designee, to Employee’s estate.

14.Indemnification.  In consideration of the premises and of the mutual agreements set forth in this Agreement, the parties hereto further agree as follows:

12

(a)The Company shall pay on behalf of Employee and Employee’s executors, administrators or assigns, any amount which Employee is or becomes legally obligated to pay as a result of any claim or claims made against Employee by reason of the fact that Employee served as an employee, director and/or officer of the Company or because of any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or other act done, or suffered or wrongfully attempted by Employee in Employee’s capacity as an employee, Director and/or Officer of the Company.  The payments that the Company will be obligated to make hereunder shall include (without limitation) damages, judgments, settlements, costs and expenses of investigation, costs and expenses of defense of legal actions, claims and proceedings and appeals therefrom, and costs of attachments and similar bonds; provided, however, that the Company shall not be obligated to pay fines or other obligations or fees imposed by law or otherwise that it is prohibited by applicable law from paying as indemnity or for any other reason.

(b)Costs and expenses (including, without limitation, attorneys’ fees) incurred by Employee in defending or investigating any action, suit, proceeding or claim shall be paid by the Company in advance of the final disposition of such matter upon receipt of a written undertaking by or on behalf of Employee to repay any such amounts if it is ultimately determined that Employee is not entitled to indemnification under the terms of this Agreement.

(c)If a claim under this Agreement is not paid by or on behalf of the Company within ninety days after a written claim has been received by the Company, Employee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, Employee shall also be entitled to be paid the expense of prosecuting such claim.

(d)In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Employee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

(e)The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Employee:

(1)for which payment is actually made to Employee under an insurance policy maintained by the Company, except in respect of any excess beyond the amount of payment under such insurance;

(2)for which Employee is indemnified by the Company otherwise than pursuant to this Agreement;

(3)based upon or attributable to Employee gaining in fact any personal profit or advantage to which Employee was not legally entitled;

13

(4)for an accounting of profits made from the purchase or sale by Employee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto; or

(5)brought about or contributed to by the dishonesty of Employee; provided, however, that notwithstanding the foregoing, Employee shall be protected under this Agreement as to any claims upon which suit may be brought alleging dishonesty on the part of Employee, unless a judgment or other final adjudication thereof adverse to Employee shall establish that Employee committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated.

(f)Employee, as a condition precedent to his right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement.  Notice to the Company shall be directed to the Company, Attention: Secretary (or such other address as the Company shall designate in writing to Employee).  Notice shall be deemed received if sent by prepaid mail properly addressed, the date of such notice being the date postmarked.  In addition, Employee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee’s power.

(g)Nothing herein shall be deemed to diminish or otherwise restrict Employee’s right to indemnification under any provision of the Certificate of Incorporation or Bylaws of the Company or under Delaware law.

(h)During the Term and for a period of six years thereafter, the Company shall cause Employee to be covered by and named as an insured under a policy or contract of insurance obtained by it to insure its directors and officers against personal liability for acts or omissions in connection with service as an officer or director of the Company or service in other capacities at the request of the Company.  The coverage provided to Employee pursuant to this Section shall be of a scope and on terms and conditions at least as favorable as the coverage provided to Employee on the termination date of this Agreement.

15.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer as may be specifically authorized by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  This Agreement is an integration of the parties agreement; no agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.  The validity, interpretation, construction and performance of

14

this Agreement shall be governed by the laws of the State of Delaware.

16.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17.Arbitration.  Employee shall be permitted (but not required) to elect that any dispute or controversy arising under or in connection with this Agreement be settled by arbitration in Denver, Colorado or in the city in which Employee then resides in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

18.Prior Agreements.  This agreement supersedes and replaces in full any previously existing employment agreement (written or oral) between the parties.

19.Knowledge of Terms and Conditions.  Employee has received a copy of this Agreement in advance of his execution hereof and has consulted with his own attorney with respect to the terms and conditions hereof and the transactions contemplated under this Agreement.  Employee has executed this Agreement with full knowledge of the terms and conditions contained herein and acknowledges that he has had the opportunity to obtain information regarding the Company and concerning the terms and conditions of this Agreement.  In making his decision to enter into this Agreement, Employee has relied solely upon independent investigations he made and acknowledges that he is not relying on the Company, any affiliate of the Company or any officer, director or employee of the Company for advice with respect to any tax or other economic considerations involved in the transactions contemplated under this Agreement, including those arising under Section 409A of the Internal Revenue Code of 1986, as amended.

* * * Signature Page Follows * * *

15

IN WITNESS WHEREOF, the parties have executed this Agreement effective for all purposes as of April 27, 2015.

Venoco, Inc.
By:	/s/ Mark A. DePuy
	Mark A. DePuy
	Chief Executive Officer
Employee
	/s/ Brian E. Donovan
	Brian E. Donovan

16

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement dated effective as of April 27, 2015 (this “Amendment”) is between Venoco, Inc., a Delaware corporation (the “Company”), and Timothy M Marquez (the “Employee”).

INTRODUCTION

A.The Company and the Employee are parties to the Employment Agreement dated effective March 1, 2005, as amended by the Amendment to Employment Agreement dated effective as of July 10, 2006 (as so amended, the “Employment Agreement”).

B.At its March 26, 2015 meeting, the Company’s compensation committee approved, subject to determining employment tax ramifications, if any, and drafting and finalization of documentation satisfactory to the Company, its counsel and Employee, additional compensation to be paid to the Employee in consideration for his efforts in connection with raising new financing for the Company and obtaining necessary approvals to develop its “Lease Line Adjustment” project, as described in the Company’s application to the California State Lands Commission on June 30, 2014 for the Adjustment to Existing Easterly Boundary of PRC 3242.1.

Therefore, the Company and the Employee hereby agree as follows:

1.Amendment. Section 6 of the Employment Agreement is hereby amended to read as follows:

6.Additional Compensation.  For services rendered to the Company in connection with its raising additional financing and obtaining necessary approvals to develop its “Lease Line Adjustment” project, as described in the Company’s application to the California State Lands Commission on June 30, 2014 for the Adjustment to Existing Easterly Boundary of PRC 3242.1, the Company agrees to pay the Employee:

(a)$1,500,000 in recognition of Employee’s leadership in completing the recent restructuring transaction through which the Company raised at least $175,000,000 of gross proceeds of new debt capital and achieved debt cancellation of $44 million, and

(b)$1,500,000 promptly after the date on which the Company (in the judgment of its compensation committee) has received final regulatory approval from the California State Lands Commission for the Lease Line Adjustment, which approval may include reasonable mitigation requirements, and pursuant to which the Company may pursue a drilling permit with respect to the Lease Line Adjustment.

2.No Other Changes.  Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.

3.Miscellaneous.  This Amendment may not be amended or waived unless the amendment or waiver is agreed to in writing between the Employee and a duly authorized officer of the Company.  This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

4.Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together will constitute one and the same instrument.

5.Knowledge of Terms and Conditions.  The Employee has received a copy of this Amendment in advance of his execution hereof and has had the opportunity to consult with his own attorney with respect to the terms and conditions hereof and the transactions contemplated under this Amendment.  The Employee has executed this Amendment with full knowledge of the terms and conditions contained herein and acknowledges that he has had the opportunity to obtain information regarding the Company and concerning the terms and conditions of this Amendment.

Executed as of the date first above written.

VENOCO, INC.
By:	/s/ Mark A. DePuy
Name:	Mark A. DePuy
Title:	Chief Executive Officer
EMPLOYEE
	/s/ Timothy M. Marquez
	Timothy M. Marquez

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EX-31.1

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark A. DePuy, certify that:

1.

I have reviewed the annual report on Form 10-K of Venoco, Inc. ("Registrant"), as amended by Amendment No. 1 thereto;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

/s/ MARK A. DEPUY
Mark A. DePuy
Chief Executive Officer
April 28, 2015

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.2

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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott M. Pinsonnault, certify that:

1.

I have reviewed the annual report on Form 10-K of Venoco, Inc. ("Registrant"), as amended by Amendment No. 1 thereto;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

/s/ SCOTT M. PINSONNAULT
Scott M. Pinsonnault
Chief Financial Officer
April 28, 2015

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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.3

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EXHIBIT 31.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Marquez, certify that:

1.

I have reviewed the annual report on Form 10-K of Denver Parent Corporation ("Registrant"), as amended by Amendment No. 1 thereto;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

/s/ TIMOTHY M. MARQUEZ
Timothy M. Marquez
Chief Executive Officer
April 28, 2015

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EXHIBIT 31.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.4

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EXHIBIT 31.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott M. Pinsonnault, certify that:

1.

I have reviewed the annual report on Form 10-K of Denver Parent Corporation ("Registrant"), as amended by Amendment No. 1 thereto;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

/s/ SCOTT M. PINSONNAULT
Scott M. Pinsonnault
Chief Financial Officer
April 28, 2015

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EXHIBIT 31.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.1

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report of Venoco, Inc. (the "Company") on Form 10-K for the period ended December 31, 2014, amended by Amendment No. 1 thereto, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MARK A. DEPUY
Mark A. DePuy
Chief Executive Officer
April 28, 2015

/s/ SCOTT M. PINSONNAULT
Scott M. Pinsonnault
Chief Financial Officer
April 28, 2015

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report of Denver Parent Corporation (the "Company") on Form 10-K for the period ended December 31, 2014, as amended by Amendment No. 1 thereto, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ TIMOTHY M. MARQUEZ
Timothy M. Marquez
Chief Executive Officer
April 28, 2015

/s/ SCOTT M. PINSONNAULT
Scott M. Pinsonnault
Chief Financial Officer
April 28, 2015

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002