8-K

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

January 10, 2007 (January 8, 2007)
Date of Report (Date of earliest event reported)

GOODRICH PETROLEUM CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-7940
(Commission
File Number) 76-0466193
(IRS Employer
Identification Number)

808 Travis Street, Suite 1320
Houston, Texas 77002
(Address of principal executive offices)

(713) 780-9494
(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:

¨ 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))

TABLE OF CONTENTS

Severance Agreement with David R. Looney

Severance Agreement with Mark E. Ferchau

Item 5.02 Compensatory Arrangement of Certain Officers

     On January 8, 2007, Goodrich Petroleum Corporation (the “Company”) entered into a Severance Agreement, effective as of May 8th, 2006, with David R. Looney, the Company’s Executive Vice President and Chief Financial Officer.

     In the event that the employment of Mr. Looney is terminated without cause or due to a “change of control” in the Company, the Company will pay Mr. Looney an amount equal to two times his annual compensation and will also provide for continuation of his health and life insurance benefits at no cost to Mr. Looney for two years following his termination. Pursuant to the agreement, a change of control is defined to include: (1) Sale or other transfer of substantially all of the Company’s assets; (2) Dissolution or liquidation of the Company; (3) Sale of more than 50% of the voting power of the Company’s securities: and (4) Merger or consolidation of the Company.

     The Severance Agreement is filed as Exhibit 10.1 to this report, and this description of the terms of the Severance Agreement is qualified in its entirety by reference to such exhibit.

     The Severance Agreement between the Company and Mark E. Ferchau, which was previously disclosed in the Company’s definitive proxy statement for 2006, is filed as Exhibit 10.2 to this report.

Item 9.01. Financial Statements and Other Exhibits

     (c) Exhibits

Exhibit No.		Description
	10.1	Severance Agreement between the Company and David R. Looney, effective May 8th, 2006.
	10.2	Severance Agreement between the Company and Mark E. Ferchau, dated April 1, 2005.

SIGNATURES

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

GOODRICH PETROLEUM CORPORATION
(Registrant)
 

/s/ David R. Looney  

David R. Looney 

Executive Vice President & Chief Financial Officer 

Dated: January 10, 2007

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Severance Agreement between the Company and David R. Looney, effective May 8th, 2006.
	10.2	Severance Agreement between the Company and Mark E. Ferchau, dated April 1, 2005.

EX-10.1

Exhibit 10.1

SEVERANCE AGREEMENT

     THIS AGREEMENT is made and entered into by and between GOODRICH PETROLEUM CORPORATION, a Delaware corporation, having an office at 808 Travis, Suite 1320, Houston, Texas, 77002 (hereinafter referred to as “Employer”), and DAVID R. LOONEY, (hereinafter referred to as “Looney”) effective as of the 8^th day of May, 2006.

     Attendant to Looney’s employment by Employer, Employer and Looney hereby agree, that if Looney’s employment with the Company is terminated by the Company without “Cause” (as defined below), or Looney’s employment with the Company is terminated because of a “Change of Control” (as defined below), Company will pay, within three (3) months of termination of employment, Looney a cash lump sum payment equal to two times Looney’s then current annual rate of total compensation. Also, through the second anniversary of the employment termination, health and life insurance coverage under the Company plans or the equivalent thereof shall be provided to Looney on the same basis as its other senior executives.

     The term “Cause” is defined as (1) any material failure of Looney, after written notice to perform his duties as an officer of the company; (2) commission of fraud, embezzlement or misappropriation by Looney against the company; (3) material breech by Looney of fiduciary duties owed to the Company; (4) conviction of Looney of a felony offense or a crime involving moral turpitude.

     A “Change of Control” of the Company is deemed to have occurred if (1) there is a sale, lease or other transfer of all or substantially all of the assets of the company; (2) the Company or its shareholders adopt a plan relating to the liquidation or dissolution of the Company; (3) any person or group of persons acting in concert becomes the beneficial owner of fifty percent (50%) or more of the voting power of the Company’s securities generally entitled to vote in the election of directors; or (4) there occurs a merger or consolidation of the Company unless, for at least six months after the transaction, all of those persons who were beneficial owners of the Company’s common stock before the transaction, beneficially own greater than fifty (50%) of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the surviving entity.

     This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Looney, his heirs, executors, administrators, representatives and assigns; provided, however, Looney agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer.

     This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Looney and Employer and constitutes the entire agreement between Looney and Employer with respect to the subject matter of this Agreement. This agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of employer or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

     If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application.

     Any controversy or claim arising out of or relating to this Agreement, the breach thereof, Looney’s employment with Employer, or the termination thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA),

and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To select an arbitrator, each party shall strike a name from the list submitted by AAA with the grieving party striking first. The arbitrator shall not have the power to add to or ignore any of the terms and conditions of this Agreement. His decision shall not go beyond what is necessary for the interpretation and application if this Agreement and obligations of the parties under this Agreement. Cost of such arbitration, but not attorney’s fees, will be paid by the losing party.

     The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement.

     This Agreement may be executed in any number of counterparts, all of which shall constitute the same instrument.

     IN WITNESS WHEREOF, the undersigned intending to be legally bound, have executed this Agreement on the 8th day of January, 2007, to be effective as of the 8^th day of May, 2006.

GOODRICH PETROLEUM CORPORATION
By:	/s/ Walter G. Goodrich
	Name:	Walter G. Goodrich
	Title:	Vice-Chairman and CEO
DAVID R. LOONEY
/s/ David R. Looney
DAVID R. LOONEY

EX-10.2

Exhibit 10.2

SEVERANCE AGREEMENT

     THIS AGREEMENT is made and entered into by and between GOODRICH PETROLEUM CORPORATION, a Delaware corporation, having an office at 808 Travis, Suite 1320, Houston, Texas, 77002 (hereinafter referred to as “Employer”), and MARK E. FERCHAU, (hereinafter referred to as “Ferchau”) effective as of the 1st day of April, 2005.

     Attendant to Ferchau’s employment by Employer, Employer and Ferchau hereby agree, that if Ferchau’s employment with the Company is terminated by the Company without “Cause” (as defined below), or Ferchau’s employment with the Company is terminated because of a “Change of Control” (as defined below), Company will pay, within three (3) months of termination of employment, Ferchau a cash lump sum payment equal to two times Ferchau’s then current annual rate of total compensation. Also, through the second anniversary of the employment termination, health and life insurance coverage under the Company plans or the equivalent thereof shall be provided to Ferchau on the same basis as its other senior executives.

     The term “Cause” is defined as (1) any material failure of Ferchau, after written notice to perform his duties as an officer of the company; (2) commission of fraud, embezzlement or misappropriation by Ferchau against the company; (3) material breech by Ferchau of fiduciary duties owed to the Company; (4) conviction of Ferchau of a felony offense or a crime involving moral turpitude.

     A “Change of Control” of the Company is deemed to have occurred if (1) there is a sale, lease or other transfer of all or substantially all of the assets of the company; (2) the Company or its shareholders adopt a plan relating to the liquidation or dissolution of the Company; (3) any person or group of persons acting in concert becomes the beneficial owner of fifty percent (50%) or more of the voting power of the Company’s securities generally entitled to vote in the election of directors; or (4) there occurs a merger or consolidation of the Company unless, for at least six months after the transaction, all of those persons who were beneficial owners of the Company’s common stock before the transaction, beneficially own greater than fifty (50%) of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the surviving entity.

     This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Ferchau, his heirs, executors, administrators, representatives and assigns; provided, however, Ferchau agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer.

     This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Ferchau and Employer and constitutes the entire agreement between Ferchau and Employer with respect to the subject matter of this Agreement. This agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of employer or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

     If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application.

     Any controversy or claim arising out of or relating to this Agreement, the breach thereof, Ferchau’s employment with Employer, or the termination thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA),

and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To select an arbitrator, each party shall strike a name from the list submitted by AAA with the grieving party striking first. The arbitrator shall not have the power to add to or ignore any of the terms and conditions of this Agreement. His decision shall not go beyond what is necessary for the interpretation and application if this Agreement and obligations of the parties under this Agreement. Cost of such arbitration, but not attorney’s fees, will be paid by the losing party.

     The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement.

     This Agreement may be executed in any number of counterparts, all of which shall constitute the same instrument.

     IN WITNESS WHEREOF, the undersigned intending to be legally bound, have executed this Agreement as of the 1^st day of April, 2005.

GOODRICH PETROLEUM CORPORATION
By:	/s/ Walter G. Goodrich
	Name:	Walter G. Goodrich
	Title:	Vice-Chairman and CEO
MARK E. FERCHAU
/s/ Mark E. Ferchau
MARK E. FERCHAU