8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report

September 7, 2012

(Date of earliest event reported)

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

Delaware	001-14039	64-0844345
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

200 North Canal St.

Natchez, Mississippi 39120

(Address of principal executive offices, including zip code)

(601) 442-1601

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 7, 2012, Mr. Stephen F. Woodcock retired as Vice President of Exploration for Callon Petroleum Company (the “Company”). Also on September 7, 2012, the Company and Mr. Woodcock entered into a Resignation/Retirement Agreement and Release (the “Agreement”) that sets forth their mutual agreement as to the terms and conditions of Mr. Woodcock's retirement. Below is a description of the material terms of the Agreement. The description below is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Pursuant to the Agreement, Mr. Woodcock will receive a severance payment in the amount of $410,300, which includes $38,500 for accrued vacation. Such payment is contingent on Mr. Woodcock's current and continuing compliance with the terms of the Agreement. The Company has agreed to continue health and dental insurance coverage for Mr. Woodcock and his eligible dependents, until such time as Mr. Woodcock is either eligible for coverage under Medicare or obtains new coverage pursuant to future employment. Effective fourteen (14) days following the Agreement, all unvested restricted stock awards, restricted unit cash awards and phantom unit awards made to Mr. Woodcock shall vest, with the restricted unit cash awards and phantom unit awards being settled by a lump sum cash payment (in addition to the severance amounts payable above) and the restricted stock awards being settled in common stock.

Mr. Woodcock has agreed not to disparage or otherwise make negative comments regarding the Company and to continue to abide by the Company's confidentiality policies. Mr. Woodcock has also agreed that for a period of one (1) year following the date of the Agreement, he will not, directly or indirectly, engage or participate in, or contribute his knowledge to, any oil and gas exploration and production company that has an office or operations within 100 miles of Houston, Texas or Natchez, Mississippi.

Mr. Woodcock and the Company have each released the other party from all claims and liabilities they may have had against the other party either as of the date of the Agreement. Additionally, Mr. Woodcock has released the Company from all claims and liabilities which may be owed to Mr. Woodcock by the Company in the future.

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure

On September 12, 2012, the Company issued a press release providing various operating updates and revised production guidance regarding the impact of Hurricane Isaac. The press release is included herein as Exhibit 99.1. It shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Title of Document
10.1	Resignation/Retirement Agreement and Release, dated as of September 7, 2012, by and between Stephen F. Woodcock and Callon Petroleum Company.
99.1	Press release dated September 12, 2012 announcing various operating updates and revised production guidance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Callon Petroleum Company
	(Registrant)
September 12, 2012	By: /s/ B. F. Weatherly
	B.F. Weatherly
	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
10.1	Resignation/Retirement Agreement and Release, dated as of September 7, 2012, by and between Stephen F. Woodcock and Callon Petroleum Company.
99.1	Press release dated September 12, 2012 announcing various operating updates and revised production guidance.

EX-10.1

Exhibit 10.1

RESIGNATION/RETIREMENT AGREEMENT AND RELEASE

BETWEEN

STEPHEN WOODCOCK, AN INDIVIDUAL

AND

CALLON PETROLEUM COMPANY, AN EMPLOYER

This Agreement (“Agreement”) is entered into between Stephen F. Woodcock (“Mr. Woodcock”) and CALLON Petroleum Company (“CALLON” or “Employer”), an employer.

Whereas Mr. Woodcock desires to retire from his career with CALLON; and

Whereas CALLON desires to accept Mr. Woodcock's notice of resignation/retirement and provide Mr. Woodcock with certain benefits regarding the conclusion of his career with CALLON; and

In Consideration of the mutual promises set forth below, the parties agree:

Resignation and Payment.

Pursuant to Mr. Woodcock's notice of resignation/retirement, Mr. Woodcock's employment with CALLON will end effective September 7, 2012 (the “Separation Date”). In exchange for Mr. Woodcock's notice of resignation/retirement and this Release, CALLON shall pay Mr. Woodcock $ 410,300 (which includes $38,500 for accrued vacation) minus lawful withholdings (the “Payment”); to be paid within fourteen (14) calendar days after this Agreement becomes effective as explained below. Mr. Woodcock understands that the Payment is in addition to anything of value to which he is already entitled. The payment is contingent and without limitation upon his current and continuing compliance with the provisions of this Agreement

Health Insurance.

Callon agrees to continue health and dental insurance coverage for Woodcock and his eligible dependents under Callon's group health insurance plan as it may be amended from time to time until the earlier of the date Woodcock becomes eligible for Medicare benefits or the date Woodcock obtains new coverage as a result of any future employment, and to pay Woodcock and his eligible dependents' portion of the premium while such coverage is continued. When requested by Woodcock, Callon will provide any necessary evidence of continuation coverage.

Restricted Stock Awards.

All unvested restricted stock awards, restricted unit cash awards and phantom unit awards made to Mr. Woodcock under the Company's Long-Term Incentive Plan shall vest fourteen (14) calendar days after this Release becomes effective.

Company Vehicle.

Mr. Woodcock shall have the option for fourteen (14) days following the date of this Agreement, to purchase or not purchase the Company car he is currently driving, a 2008 Lexus CS 430 for twenty-four thousand two hundred eighty dollars ($24,280.00), which represents approximately the Kelley Blue Book value.

Mr.Woodcock's Release.

Mr. Woodcock, on behalf of himself, his heirs, executors, successors, and assigns, unconditionally releases and forever discharges CALLON and all affiliated organizations including their present and former agents, employees, managers and all other individuals affiliated with them acting by, through or in concert with any of them (collectively, the “Released Parties”), from any and all claims, charges, demands, causes of action and damages which Mr. Woodcock now has or may in the future have, arising from or relating to any matter that happened, developed or occurred before Mr. Woodcock signed this Agreement. This includes, but is not limited to, any and all disputes or matters arising from or relating to Mr. Woodcock's employment with CALLON or Mr. Woodcock's other relationships and dealings with CALLON. The specific legal rights being waived include, but are not limited to, all those arising out of federal, state or local law or common law including, but not limited to, the Age Discrimination in Employment Act and all common law claims and damages claims as well as litigation costs, expenses and attorneys' fees. This complete Release shall be given the broadest possible lawful interpretation so as to accomplish the parties' goal of complete resolution of all possible disputes between them.

Company Release.

CALLON unconditionally releases Mr. Woodcock and his heirs, executors, successors, and assigns from all claims and liabilities including damages, costs and attorneys' fees whether known or unknown and whether arising in contract or tort which CALLON has, had, or may have had against Mr. Woodcock to the date Mr. Woodcock executes this Agreement.

No Admission of Liability.

Mr. Woodcock and CALLON understand that this Agreement shall not be construed as an admission by anyone of any unlawful or wrongful acts against anyone.

Non-Disparagement.

Mr. Woodcock agrees not to, directly or indirectly, disclose, communicate, or publish any disparaging, negative, harmful, or disapproving information, written communications, oral communications, electronic or magnetic communications, writings, oral or written statements, comments, opinions, facts, or remarks of any kind or nature whatsoever concerning or related to CALLON or any of the Released Parties.

Confidentiality of Release and Company Information.

Mr. Woodcock agrees to keep this Agreement's terms including any amount of payment completely confidential, except as required to communicate to his attorney, spouse, financial and/or tax advisor or as otherwise required by law. Mr. Woodcock agrees to continue to abide by CALLON's confidentiality policies and this Agreement's confidentiality provisions.

Agreement to Return Company Property/Documents.

Mr. Woodcock agrees that: (i) he will not take with him, copy, alter, destroy, or delete any files, documents, or other materials whether or not embodying or recording any Confidential Information as defined in the CALLON's policies, including copies, without advance written consent by a CALLON representative; and (ii) he will promptly return to CALLON all Confidential Information and documents in whatever form such information may exist that have been in his possession. Mr. Woodcock agrees that no later than five (5) days after the date he executes this Agreement, he will return to CALLON all Company property, unless specifically agreed with an officer of CALLON, including data or other information prepared by CALLON or by him on CALLON's behalf.

Cooperation.

Mr. Woodcock agrees to cooperate with CALLON without limitation in connection with any matter in which CALLON requests his cooperation. Mr. Woodcock shall make himself reasonably available to meet and fully cooperate with CALLON or its representatives and provide to CALLON whatever it may request subject to CALLON, to the extent permitted by law, reasonably compensating Mr. Woodcock for his time and out-of-pocket expenses in responding to CALLON's request for cooperation.

Non-Competition.

Mr. Woodcock agrees that for a period of one (1) year following the Separation Date, he will not, directly or indirectly, either individually or as an owner, principal, partner, agent, representative, consultant, contractor, employee, or as a director or officer of any corporation or association, or in any other manner except on behalf of CALLON, engage or participate in, or contribute his knowledge to, any oil and gas exploration and production company that has an office or operations within one hundred (100) miles of Houston, Texas or Natchez, Mississippi, or any of such company's parents, predecessors, successors, subsidiaries, divisions, affiliates, related companies, or organizations.

Mr. Woodcock agrees that the above provision is reasonable and that any court should enforce such provision to the fullest extent permitted by law.

Consideration and Revocation Period.

Mr. Woodcock acknowledges that he has been given a period of at least fourteen (14) days within which to consider whether to execute this Agreement during which time Mr. Woodcock was advised by CALLON of his opportunity to consult an attorney or representative of his own choosing. For a period of seven (7) days after signing this Agreement, Mr. Woodcock may revoke it and this Agreement shall not become effective or enforceable until such revocation period has passed.

Notices. Any notice or other communication required, or desired to be given under this Agreement must be in writing and delivered to the parties as follows:

If to Mr. Woodcock:34 Cemetery Rd.

Natchez, MS 39120

If to CALLON: Diana Glaze

Human Resources Manager

P.O. Box 1287

Natchez, MS 39121

Fax: (601) 442-1410

Third-Parties Bound. All parties intend this Agreement shall bind their successors, assigns, creditors and trustees.

Severability. Mr. Woodcock and CALLON agree that should a court declare or determine that any provision of this Agreement is illegal or invalid, the validity of the remainder will not be affected and any illegal or invalid part will not be deemed to be a part of this Agreement.

Responsibility for Taxes: Mr. Woodcock acknowledges that CALLON has made no representations regarding how the amount of consideration provided for in this Agreement should be treated for tax purposes. Mr. Woodcock understands that he is responsible for obtaining appropriate tax advice and that he is responsible for the payment of all taxes. Mr. Woodcock agrees to indemnify and hold harmless CALLON for any tax liability resulting from any payment made by CALLON.

Assignment. CALLON may assign the rights in this Agreement to a successor or affiliated organization. Mr. Woodcock may not assign this Agreement without CALLON's written consent.

Controlling Law. This Agreement shall be governed and construed in accordance with the laws of the State of Mississippi. In the event of any dispute between the parties, Mr. Woodcock and CALLON agree that any disputes must be submitted to a state or federal court having jurisdiction over such disputes in Adams County, Mississippi. The Parties agree that such courts are the exclusive forum for any disputes between them.

Entire Agreement. The Parties agree that this Agreement represents their entire Agreement and this Agreement cancels and supersedes any and all previous written or oral agreements, representations, assumptions or understandings between them. Mr. Woodcock acknowledges that certain provisions of this Agreement impose continuing obligations upon him.

MY SIGNATURE BELOW MEANS THAT I HAVE READ THIS RESIGNATION AGREEMENT AND RELEASE AND AGREE AND CONSENT TO ALL OF ITS TERMS AND CONDITIONS.

STEPHEN F. WOODCOCK	CALLON PETROLEUM COMPANY
/s/ Stephen F. Woodcock	/s/ B.F. Weatherly
Signed	Signed
Stephen F. Woodcock	B.F. Weatherly, EVP
Printed Name	Name/Title
9/7/2012	9/7/2012
Date	Date

EX-99.1

Exhibit 99.1

Callon Petroleum Company Provides Post-Hurricane Update And Revised Production Guidance

Natchez, MS (September 12, 2012) - Callon Petroleum Company (NYSE: CPE) (“Callon” or the “Company”) today provided an update regarding the impact of hurricane Isaac on the Company's Gulf of Mexico (“GoM”) operations.

Following site visits, Callon has determined that damage to its producing facilities in the Gulf of Mexico was minimal. The Company's shallow water production has been restored to pre-hurricane levels and deepwater production is in the final stages of returning to normal operations. The Company expects its total net GoM production to be restored to a pre-hurricane rate of approximately 2,850 barrels of oil equivalent per day (“Boepd”) in the next few days.

The Company does not forecast the potential impacts of weather disruptions in the GoM in establishing production guidance. The impact of the hurricane disruption on third quarter production guidance is currently estimated to be approximately 200 Boepd. Given this unanticipated production downtime, combined with 45 to 60 days of additional work to establish facilities for scheduled Permian completions, the Company is reducing its third quarter production guidance range to 4,300 - 4,600 Boepd. Callon recently completed its second horizontal well at East Bloxom, which is currently flowing back, and is in the process of completing its five-well inventory at Pecan Acres.

For calendar year 2012, the combined impact of the hurricane downtime and delays in restoring the East Cameron 257 field to production is currently estimated to be 125 Boepd. The Company is reducing its guidance range for the year to 4,350 - 4,650 Boepd, which reflects these offshore production impacts and additional time to develop infrastructure in Borden County to accommodate completion activities. Callon recently completed the drilling of its first horizontal Cline shale well with a lateral length of 6,679 feet and plans to complete the well in October, with first production anticipated in November.

Callon is also introducing a fourth quarter production guidance range of 4,800 - 5,200 Boepd based on its updated drilling and completion schedule.

Callon Petroleum Company is engaged in the acquisition, development, exploration and operation of oil and gas properties in Texas, Louisiana and the offshore waters of the Gulf of Mexico.

This news release is posted on the Company's website at www.callon.com and will be archived there for subsequent review. It can be accessed from the "News Releases" link on the top of the homepage.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements regarding estimates of future production rates, the timing of onshore drilling and completion activities, and commencement of shut-in offshore production,as well as statements including the words “believes,” “expects,” “plans” and words of similar meaning. These projections and statements reflect the Company's current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of certain factors. Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements are discussed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, available on our website or the SEC`s website at www.sec.gov.

For further information contact

Rodger W. Smith, 1-800-451-1294