VENOCO, INC. 2000 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.13

VENOCO, INC.
2000 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

        THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement") by and between Venoco, Inc., a Delaware corporation (the "Corporation"), and                        (the "Participant") evidences the nonqualified stock option (the "Option") granted by the Corporation to the Participant as to the number of shares of the Corporation's Common Stock, $0.01 par value, first set forth below.

Vesting(1, 2) [The Option shall become vested as to 20% of the total number of shares of Common Stock subject to the Option on each of the first through fifth anniversaries of the Award Date, respectively or as otherwise determined by the Committee prior to the grant.]

(1)

Subject to adjustment under Section 4.2 of the Plan.

(2)

Subject to early termination under Section 2.6 or 4.2 of the Plan.

        The Option is granted under the Venoco, Inc. 2000 Stock Incentive Plan (the "Plan") and subject to the Terms and Conditions of Nonqualified Stock Option (the "Terms") attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. The Option is not and shall not be deemed to be an incentive stock option within the meaning of Section 422 of the Code. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Participant acknowledges receipt of a copy of the Terms and the Plan, specifically acknowledges and agrees to Section 10 of the Terms, and agrees to maintain in confidence all information provided to him/her in connection with the Option.

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1.     Vesting; Limits on Exercise.

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

•

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



•

No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.



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Minimum Exercise. No fewer than 100(1) shares of Common Stock may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.

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

        The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Partial employment or service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan.

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

3.     Method of Exercise of Option.

        The Option shall be exercisable by the delivery to the Secretary of the Corporation of a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option and accompanied by:

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delivery of an executed Exercise Agreement in substantially the form attached hereto as Exhibit A or such other form as the Committee may require from time to time (the "Exercise Agreement");



•

payment in full for the Exercise Price of the shares to be purchased, by check or electronic funds transfer to the Corporation, subject to such specific procedures or directions as the Committee may establish;



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satisfaction of the tax withholding provisions of Section 4.4 of the Plan; and



•

any written statements or agreements required pursuant to Section 4.3 of the Plan.

        The Committee also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be paid in full or in part by:

•

shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired upon exercise of a stock option or

2

otherwise directly from the Corporation must have been owned by the Participant for at least six (6) months before the date of such exercise; and/or

•

a note meeting the requirements of Section 1.6 of the Plan (or, in the case of tax loans, Section 4.4.2 of the Plan).

4.     Early Termination of Option.

        The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of:

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the termination of the Participant's employment or services as provided in Section 2.5 of the Plan, or



•

the termination of the Option pursuant to Section 4.2 of the Plan.

5.     Non-Transferability.

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

6.     Securities Law Compliance.

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