SEPARATION AGREEMENT

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Exhibit 10.10.3

SEPARATION AGREEMENT

        This Separation Agreement (this " Agreement ") is made by and between David B. Christofferson (" Employee ") and Venoco, Inc., a Delaware corporation (the " Company ") as of January 29, 2007. Employee and the Company are referred to collectively as the " Parties " and each individually as a " Party ."

RECITALS

         WHEREAS , the Parties agree that Employee shall be separated from employment with the Company on amicable and mutually agreed upon terms effective June 30, 2007; and

         WHEREAS , Employee and the Company are parties to that certain Employment Agreement, dated as of March 1, 2005, as amended on July 10, 2006 (as amended, the " Employment Agreement "); and

         WHEREAS , Employee has been granted options (" Options ") to purchase 547,500 shares of Company common stock pursuant to the Company's 2000 Stock Incentive Plan (the " Plan "), which Options are governed by the terms of the Plan and that certain Non-Qualified Stock Option Agreement, by and between Employee and the Company, dated as of March 1, 2005, as amended on June 10, 2006 (as amended, the " Stock Option Agreement "); and

         WHEREAS , in consideration of the mutual promises and obligations contained herein, the sufficiency of which consideration is hereby acknowledged by each Party, Employee and the Company hereby agree as follows.

AGREEMENT

        1.      Termination Date . Employee's employment with the Company shall terminate effective June 30, 2007 or upon the intervening death, disability or termination of Employee between the date hereof and June 30, 2007, whichever occurs earlier (the " Termination Date "). Any employment with, or service as director to, any of the Company's subsidiaries by Employee will terminate as of the Termination Date. In the event the Company hires a new Chief Financial Officer prior to the Termination Date, Employee shall resign as Chief Financial Officer but continue employment with the Company until the Termination Date, performing such services as the Chief Executive Officer may reasonably request from time to time. The Company agrees (i) that Section 15 of the Employment Agreement shall remain in full force and effect and is hereby incorporated herein (except that, for purposes of Section 15(h), the "Term" shall be deemed to expire as of the Termination Date), and (ii) to pay Employee a bonus with respect to 2006 of $92,476 pursuant to Section 5 of the Employment Agreement, which amount will be paid on or prior to April 1, 2007.

        2.      Payments and Benefits .

        a.     On the first business day following the expiration of the Revocation Period (as defined below), subject to Employee having delivered to the Company an executed copy of the Mutual General Release set forth on Exhibit A (the " Release ") on the Termination Date and having not revoked such release during the Revocation Period (the " Payment Date "), the Company will pay to Employee the gross sum of (i) two times the sum of (A) Employee's " Base Compensation " (as that term is defined in the Employment Agreement) and (B) $92,476 ( i.e ., $656,696), (ii) all Base Compensation accrued and unpaid, and accrued vacation time, as of the Termination Date, and (iii) $39,674, representing the pro-rata portion of Employee's annual bonus with respect to 2007 pursuant to Section 5 of the Employment Agreement. All payments made pursuant to this Section 2(a) shall be made less applicable withholding amounts. On the Payment Date, the Company will deliver to Employee an executed copy of the Release, effective as of the Termination Date. For the purposes of this Agreement, the " Revocation Period " shall begin upon Employee's

execution and delivery of the Release and shall end seven calendar days after such execution and delivery.

        b.     On the Payment Date, all of the Options shall become immediately vested, and, subject to the terms and conditions set forth in the Stock Option Agreement and the Plan, Employee (or Employee's heirs and legal representatives, as the case may be) shall have the right to exercise the Options until the second anniversary of the Termination Date. The Company hereby agrees that the provisions of Section 8 of the Stock Option Agreement are hereby waived and Employee (or Employee's heirs and legal representatives, as the case may be) shall be permitted to sell any shares acquired upon the exercise of the Options without regard to the restrictions set forth in such section.

        c.     Reporting of and withholding for tax purposes in respect of any consideration provided under this Agreement will be at the discretion of the Company in conformance with applicable tax laws. If a claim is made against the Company for any additional tax or withholding in connection with or arising out of a payment pursuant to this Agreement, or the vesting of the Options pursuant to this Agreement, which relates solely to Employee's personal tax liability, Employee, or Employee's heirs or estate, will pay any such claim within thirty (30) days of being notified by the Company and agrees to indemnify the Company and hold it harmless against such claims.

        d.     Notwithstanding anything in this Agreement to the contrary, if Employee's employment is terminated by the Company on or prior to the Termination Date in the circumstances described in Sections 9(c)(i) or 9(c)(ii) of the Employment Agreement, (i) those provisions of the Employment Agreement shall govern the payments and benefits, if any, to be received by Employee in connection with such termination and (ii) the relevant section of the Stock Option Agreement shall apply with respect to the Options. The Company represents that it has no knowledge of any facts that would be reasonably likely to result in a termination pursuant to Section 9(c)(ii) of the Employment Agreement.

        e.     The Parties agree that in the event the Termination Date occurs because of Employee's death or disability prior to June 30, 2007, the Company shall nevertheless make all payments described in this Section 2 to Employee's estate, on the same terms and conditions set forth herein for payment to Employee upon the Termination Date.

        3.      No Admission of Liability . The Parties agree that nothing contained herein, and no action taken by any Party hereto with regard to this Agreement, shall be construed as an admission by any Party of liability or of any fact that might give rise to liability for any purpose whatsoever.

        4.      Employee Representations . Employee represents as follows:

        a.     He has read this Agreement, and he agrees to the conditions and obligations set forth in it.

        b.     He voluntarily executes this Agreement after having been advised to consult with legal counsel and after having had opportunity to consult with legal counsel and without being pressured or influenced by any statement or representation or omission of any person acting on behalf of the Company including, without limitation, its officers, directors, employees, attorneys and agents.

        c.     He has no knowledge of the existence of any lawsuit, charge, or proceeding against the Company, or any of its officers, directors, employees or agents arising out of or otherwise connected with any of the matters to be released pursuant to the Release.

        d.     He has not previously disclosed any information which would be a violation of the confidentiality provisions set forth in Section 7 below if such disclosure were to be made after the execution of this Agreement.

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        e.     He has full and complete legal capacity to enter into this Agreement.

        f.      He has had at least twenty-one (21) days to consider this Agreement and the Release. In the event that Employee executes this Agreement or the Release prior to the twenty-first (21 ^st ) day after receipt of it, he expressly intends such execution as a waiver of any rights he has to review the Agreement or the Release, as applicable, for the full 21 days. In such event, Employee represents that such waiver is voluntary and made without any pressure, representations or incentives from the Company for such early execution.

        5.      Employee Acknowledgements . Employee acknowledges as follows:

        a.     He may revoke the Release during the Revocation Period, and the Release shall not become enforceable and effective until the expiration of the Revocation Period. If Employee chooses to revoke the Release, he must provide written notice to the Company's General Counsel by facsimile to (805) 745-1816 during the Revocation Period. If Employee does not revoke the Release during the Revocation Period, the right to revoke is lost.

        b.     The