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Exhibit
10.5
Goodrich Petroleum
Corporation
Annual Bonus
Plan
Section 1. Purpose of
Plan
The purpose of the Plan is to
promote the success of the Company by providing annual bonus
incentives to participating Executives.
Section 2.
Definitions
The following words and
phrases as used herein shall have the following meanings unless a
different meaning is plainly required by the context:
“Board”
means the Board of Directors of the Company.
“Bonus”
means a cash payment or payment opportunity as the context
requires.
“Bonus
Criteria” means the performance criteria and guidelines
adopted by the Board for a Performance Period. The Bonus Criteria
may include, without limitation, one or more business components,
weightings of the components as to results achieved, comparisons
with peer groups or indexes, and such other criteria and factors as
the Board may deem appropriate.
“Committee” means the Compensation Committee
of the Board.
“Company”
means Goodrich Petroleum Corporation and any successor.
“Executive” means an individual who is a key
employee of the Company or an affiliate of the Company.
“Participant” means an Executive selected or
approved to participate in the Plan by the Committee.
“Performance
Period” means each fiscal year of the Company.
“Plan”
means the Annual Bonus Plan of the Company, as amended from time to
time.
Section 3. Administration of the
Plan
3.1 The Committee .
The Plan shall be administered by the Board and the Committee, as
provided herein.
3.2 Powers of the
Committee . Subject to the further provisions herein, the
Committee shall have the authority to determine the Executives who
will participate in the Plan with respect to a Performance Period
and shall otherwise be responsible for the general administration
of the Plan. In this regard, the Committee shall have the authority
to construe and interpret the Plan and any agreement or other
document relating to any Bonus under the Plan, may adopt rules and
regulations governing the administration of the Plan, and shall
exercise all other duties and powers conferred on it by the Plan,
or which are incidental or ancillary thereto.
3.3 Express Authority to
Change Terms and Conditions of a Bonus . Without limiting the
Committee’s authority under any other provision of the Plan,
with the approval of the Board the Committee shall have the
authority to accelerate a Bonus, to waive restrictive conditions
for a Bonus, and to alter or modify the Bonus Criteria for a
Performance Period at any time in such circumstances as the Board
or Committee deems appropriate.
Section 4. Bonus
Provisions
4.1 Selection of
Participants . Based on the recommendation of the Chief
Executive Officer of the Company, the Committee shall determine,
before or as soon as reasonably practical after the beginning of
each Performance Period, those Executives who will participate in
the Plan for that Performance Period. The Chief Executive Officer
shall be a participant each Performance Period unless the Committee
provides otherwise.
4.2 Effect of Mid-Year
Commencement of Service . If services as an Executive commence
after the beginning of a Performance Period, the Board, based on
the Committe
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