UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DELTA PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		84-1060803 (I.R.S. Employer Identification No.)
370 17th Street, Suite 4300, Denver, Colorado (Address of principal executive offices)		80202 (Zip Code)

Registrant’s telephone number, including area code: (303) 293-9133
Securities registered under Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		NASDAQ Capital Market

Securities registered under to Section 12(g) of the Act: None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

     As of June 30, 2010, the aggregate market value of voting stock held by non-affiliates of the registrant was approximately $159.7 million, based on the closing price of the Common Stock on the NASDAQ National Market of $0.86 per share. As of April 26, 2011, 286,027,476 shares of the registrant’s Common Stock, $0.01 par value, were issued and outstanding.

     Documents incorporated by reference: None

 

 

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-K/A (“Amended Report”) is to amend Part III, Items 10 through 14 of our annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2011 (the “2010 10-K”), to include information previously omitted from the 2010 10-K in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after the end of the fiscal year. The Company’s definitive proxy statement will not be filed within 120 days after the end of the Company’s 2010 fiscal year.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Annual Report on Form 10-K/A under Item 15 of Part IV hereof.

Except as stated herein, the Company has not modified or updated disclosures presented in the 2010 10-K in this Amended Report. Accordingly, this Amended Report does not reflect events occurring after the filing of our 2010 10-K or modify or update those disclosures, including the exhibits to the 2010 10-K, affected by subsequent events. As such, our 2010 10-K continues to speak as of March 16, 2011 (the date it was filed with the SEC). Accordingly, this Amended Report should be read in conjunction with the 2010 10-K and our other reports filed with the SEC subsequent to the filing of our 2010 10-K, including any amendments to those filings.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

          The following is biographical information as to the business experience of each of our current directors and executive officers:

Name		Age				Positions		Period of Service
Carl E. Lakey			49			Chief Executive Officer and Director		July 2010 to Present
Kevin K. Nanke			46			Treasurer and Chief Financial Officer		December 1999 to Present
Stanley F. Freedman			62			Executive Vice President, General Counsel and Secretary		January 2006 to Present
Daniel J. Taylor			54			Chairman of the Board		February 2008 to Present
Hank Brown			71			Director		June 2007 to Present
Kevin R. Collins			54			Director		March 2005 to Present
Jerrie F. Eckelberger			66			Director		September 1996 to Present
Jean-Michel Fonck			69			Director		May 27, 2009 to Present
Aleron H. Larson, Jr.			65			Director		May 1987 to Present
Russell S. Lewis			56			Director		June 2002 to Present
Anthony Mandekic			69			Director		May 27, 2009 to Present
James J. Murren			49			Director		February 2008 to Present
Jordan R. Smith			75			Director		October 2004 to Present

          Carl E. Lakey became Chief Executive Officer of the Company effective as of July 6, 2010 and became a Director of the Company on August 4, 2010. Mr. Lakey most recently served as Senior Vice President of Operations for Delta and has been with the Company since 2007. Prior to joining Delta, Mr. Lakey served from 2001 to 2007 in various capacities with El Paso Production Company, most recently as the Manager of Operations and Engineering for its Western Onshore Division. Prior to that, he served in various capacities with Mobil and ExxonMobil from 1985 to 2001. Mr. Lakey also serves as the President, CEO and a Director of Amber Resources of Colorado (“Amber Resources”), our 91.68% owned subsidiary. He received a bachelor’s degree in Petroleum Engineering from Colorado School of Mines in 1985.

          Kevin K. Nanke joined Delta in April 1995 as our Controller and has served as the Treasurer and Chief Financial Officer of Delta and Amber Resources since 1999. Since April 1, 2005 he has also served as Chief Financial Officer, Treasurer and Director of DHS. Since 1989, he has been involved in public and private accounting with the oil and gas industry. Mr. Nanke received a Bachelor of Arts degree in Accounting from the University of Northern Iowa in 1989. Prior to working with Delta, he was employed by KPMG LLP. He is a member of the Colorado Society of CPA’s and the Council of Petroleum Accounting Society.

          Stanley F. (“Ted”) Freedman has served as Executive Vice President, General Counsel and Secretary since January 1, 2006 and has also served in those same capacities for DHS since that same date. He also serves as Executive Vice President and Secretary of Amber Resources and formerly as a director of Direct Petroleum Exploration, Inc., a privately-held oil and gas company with projects in Morocco, Bulgaria, Russia and southeastern Colorado. He graduated from the University of Wyoming with a Bachelor of Arts degree in 1970 and a Juris Doctor degree in 1975. From 1975 to 1978, Mr. Freedman was a staff attorney with the United States Securities and Exchange Commission. From 1978 to December 31, 2005, he was engaged in the private practice of law, and was a shareholder and director of the law firm of Krys Boyle, P.C. in Denver, Colorado.

          Daniel J. Taylor has been an executive of Tracinda Corporation since February 2006 and has served as a Director of MGM Resorts International since March 2007. Mr. Taylor does not have a specific title at Tracinda but his primary responsibilities include assisting with the management of Tracinda’s investments. He was initially employed by Tracinda from May 1991 until July 1997, and has been employed in his current position at Tracinda since February 2006. During the interim period he was employed by Metro-Goldwyn-Mayer Inc., a then public corporation (“MGM”), first as Executive Vice President-Finance, and then as Chief Financial Officer from August 1997 to April 2005, at which time MGM was sold. He then served as President of MGM until January 2006. Mr. Taylor received a Bachelor of Science degree in Business Administration with an emphasis in Accounting from Central Michigan University in 1978. He served as a director of Inforte Corp. until July 2007.

          Hank Brown has served as Senior Counsel to the law firm of Brownstein Hyatt Farber Schreck P.C. since June 1, 2008 and is a member of that firm’s Government Relations and Natural Resources groups. He served as the President of the University of Colorado from August 2005 to March 2008. Prior to joining CU, he was President and CEO of the Daniels Fund and served as the President of the University of Northern Colorado from 1998 to 2002. He served Colorado in the United States Senate (elected in 1990) and served five consecutive terms in the U.S. House representing Colorado’s 4th Congressional District (1980-1988). He also served in the Colorado Senate from 1972 to 1976. Mr. Brown was a Vice President of Monfort of Colorado from 1969 to 1980. For more than the past five years, he has served as a member of the Board of Directors of Sealed Air Corporation and of Sensient Technology Corporation, and during 2008 and 2009 he served on the Board of Directors of Guaranty Bank and Trust Company. He is both an attorney and a C.P.A. He earned a Bachelor’s degree in Accounting from the University of Colorado in 1961 and received his Juris Doctorate degree from the University of Colorado Law School in 1969. While in Washington, D.C., Mr. Brown earned a Master of Law degree in 1986 from George Washington University.

          Kevin R. Collins currently serves as Executive Vice President and Chief Financial Officer of Bear Tracker Energy, a position he has held since July 1, 2010. Prior to his current position, Mr. Collins served as President and Chief Executive Officer of Evergreen Energy, Inc. from September 2006 until his retirement on June 1, 2009. He also served on Evergreen’s Board of Directors until he resigned effective July 1, 2009. Prior to that, he served as Evergreen’s Executive Vice President — Finance and Strategy from September 2005 to September 2006, and acting Chief Financial Officer from November 2005 until March 31, 2006. From 1995 until 2004, Mr. Collins was an executive officer of Evergreen Resources, Inc., serving as Executive Vice President and Chief Financial Officer until Evergreen Resources merged with Pioneer Natural Resources Co. in September 2004. He became a Certified Public Accountant in 1983 after receiving his Bachelor of Science degree in Business Administration and Accounting from the University of Arizona. Mr. Collins has over 13 years of public accounting experience and has also served as Vice President and a board member of the Colorado Oil and Gas Association, President of the

Denver Chapter of the Institute of Management Accountants, and a board member and Chairman of the Finance Committee of the Independent Petroleum Association of Mountain States.

          Jerrie F. Eckelberger is an investor, real estate developer and attorney who has practiced law in the State of Colorado since 1971. He graduated from Northwestern University with a Bachelor of Arts degree in 1966 and received his Juris Doctor degree in 1971 from the University of Colorado School of Law. From 1972 to 1975, Mr. Eckelberger was a staff attorney with the Eighteenth Judicial District Attorney’s Office in Colorado. From 1975 to the present, Mr. Eckelberger has been engaged in the private practice of law in the Denver area. Mr. Eckelberger currently serves as a Director of Amber and previously served as an officer, director and corporate counsel for Roxborough Development Corporation. Since March, 1996, Mr. Eckelberger has engaged in the investment and development of Colorado real estate through several private companies in which he is a principal.

          Jean-Michel Fonck is President of Geopartners SAS, a service company for petroleum studies located in France, and is consulting with the firm of JMF-Conseil SARL to various oil companies since 2001. Mr. Fonck was previously employed by TOTAL SA (“TOTAL”), serving in various capacities there from 1968 until 2000. During his tenure at TOTAL, he worked in Paris in mathematical applications to geology and exploration venture appraisals, in Indonesia as chief geologist, in Argentina and Egypt as exploration manager and in Paris again as division manager for Exploration New Ventures and International Exploration Coordination. In 1991, Mr. Fonck became President and CEO of the TOTAL exploration and production branch in Houston, and then returned to Paris in 1994 to serve as Vice President of Exploration and Reservoir Evaluation for the TOTAL group. Mr. Fonck graduated from Ecole des Mines (Nancy) in 1963.

          Aleron H. Larson, Jr. has operated as an independent in the oil and gas industry individually and through public and private ventures since 1978. Mr. Larson served as Chairman of the Board, Secretary and Director of Delta, as well as Amber Resources, until his retirement on July 1, 2005, at which time he resigned as Chairman of the Board and as an executive officer of the Company. He ceased to be an officer or director of Amber Resources on January 3, 2006. Mr. Larson practiced law in Breckenridge, Colorado from 1971 until 1974. During this time he was a member of a law firm, Larson & Batchellor, engaged primarily in real estate law, land use litigation, land planning and municipal law. In 1974, he formed Larson & Larson, P.C., and was engaged primarily in areas of law relating to securities, real estate, and oil and gas until 1978. Mr. Larson received a Bachelor of Arts degree in Business Administration from the University of Texas at El Paso in 1967 and a Juris Doctor degree from the University of Colorado in 1970.

          Russell S. Lewis is Executive Vice President, Strategic Development for VeriSign, Inc., located in Dulles, Virginia, which is a provider of Internet infrastructure services. Mr. Lewis has held a variety of senior executive level roles at VeriSign since 1999, including the GM of VeriSign’s Naming and Directory Services Group and Senior Vice President of Corporate Development. Mr. Lewis has been a member of the Board of Directors of Delta Petroleum since June 2002. For the preceding 15 years, Mr. Lewis was President and CEO of TransCore, a wireless transportation systems integration company. Prior to that, Mr. Lewis managed an oil and gas exploration subsidiary of a publicly traded utility and was Vice President of EF Hutton in its Municipal Finance group. Mr. Lewis also serves on the Board of Directors of Braintech, Inc., NameMedia, Inc., and Dropps, Inc. Mr. Lewis has a Bachelors of Arts degree in Economics from Haverford College and an MBA from the Harvard School of Business.

          Anthony Mandekic currently serves as the Secretary/Treasurer of Tracinda Corporation and has held such position since Tracinda Corporation’s inception in 1976. Mr. Mandekic also currently serves as Chairman of the Lincy Foundation, a charitable organization founded by Mr. Kirk Kerkorian, and has served as its Chief Financial Officer and a Director since 1989. Since May of 2006 he has served as a member of the Board of Directors of MGM Resorts International and as a member of its Executive Committee, Diversity Committee and Compensation Committee. In May of 2007, Mr. Mandekic became Chairman of the MGM Resorts International Compensation Committee and also became a member of the MGM Resorts International Corporate Governance and Nominating

Committee in 2009. Mr. Mandekic is a graduate of the University of Southern California with a bachelor’s degree in Science-Accounting and is a Certified Public Accountant.

          James J. Murren is the Chairman and CEO of MGM Resorts International, where he is also a member of the Board of Directors and the Executive Committee. Mr. Murren previously served in the following capacities for MGM Resorts International: President (1999-2008), Chief Operating Officer (2007-2008), Chief Financial Officer (1998-2007), and Treasurer (2001-2007). Prior to his employment at MGM Mirage, Mr. Murren spent 14 years on Wall Street as a top-ranked equity analyst and was appointed to Director of Research and Managing Director of Deutsche Bank. Mr. Murren received a Bachelor of Arts degree in Art History and Urban Studies from Trinity College in 1983.

          Jordan R. Smith is President of Ramshorn Investments, Inc., a wholly owned subsidiary of Nabors Drilling USA LP located in Houston, Texas, where he is responsible for drilling and development projects in a number of producing basins in the United States. He has served in such capacity for more than the past five years. Mr. Smith has served on the Board of the University of Wyoming Foundation and the Board of the Domestic Petroleum Council, and is also Founder and Chairman of the American Junior Golf Association. He has also served as a director of Clayton Williams Energy, Inc. from July 2000 to the present. Mr. Smith received Bachelor and Master degrees in Geology from the University of Wyoming in 1956 and 1957, respectively.

          All directors hold office until the next annual meeting of stockholders. All executive officers hold office until the next annual meeting of the Board of Directors or their earlier resignation or removal by the Board of Directors.

          In conjunction with the February 2008 equity issuance to Tracinda Corporation, and in accordance with the related Company Stock Purchase Agreement, Tracinda designated Messrs. Mandekic, Murren and Taylor to serve on our Board of Directors. There are no other arrangements or understandings pursuant to which any other person was selected to serve on our Board of Directors.

          In connection with the last annual meeting of stockholders, the Nominating and Corporate Governance Committee determined that Mr. Smith should be nominated because of his experience in the oil and gas business, Mr. Collins because of his business experience and acumen with respect to financial matters, Mr. Fonck because of his experience in the oil and gas business, Mr. Larson because of his business experience and his familiarity with legal matters and his perspective on the Company as one of its founders, Mr. Eckelberger because of his business experience and knowledge of legal matters, Mr. Lewis because of his knowledge and experience with respect to financial matters, and Mr. Brown because of his knowledge of legal and financial matters and his business and political experience. The Committee acknowledged that, although Messrs. Taylor, Mandekic and Murren are designated as nominees by Tracinda Corporation pursuant to its contractual relationship with the Company, each of them is eminently qualified to serve as a Director and brings significant outside business experience to the Board that has proved to be invaluable to date.

CORPORATE GOVERNANCE

Committees of the Board of Directors

          Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The full text of all of the charters of the Board Committees is available on the Company’s website at www.deltapetro.com. The Board has determined that each of the directors who serve on these Committees is “independent” under The NASDAQ Stock Market^® listing standards. The directors who serve on each of these Committees are as follows:

						Nominating and
				Compensation		Corporate Governance
Name of Director		Audit Committee		Committee		Committee
Kevin R. Collins		Chairman		Member		Member
Jerrie F. Eckelberger		Member		Chairman		Member
Russell S. Lewis		Member		Member		Member
Jordan R. Smith		Member		Member		Chairman
James J. Murren		—		Member		Member
Daniel J. Taylor		Member		—		Member
Hank Brown		—		Member		—
Anthony Mandekic		—		Member		—

          Audit Committee. We have a standing Audit Committee established in accordance with applicable SEC and NASDAQ Stock Market^® rules. The Audit Committee oversees and monitors our independent audit process and assists the Board of Directors in fulfilling its responsibilities with respect to matters involving the accounting, financial reporting and internal control functions of the Company and its subsidiaries. It is also charged with the responsibility for reviewing all related party transactions for potential conflicts of interest.

          The Board has determined that each of Messrs. Lewis and Collins is an “audit committee financial expert” as defined by rules adopted by the SEC.

          Compensation Committee. The Compensation Committee reviews the performance of our executives, sets compensation and compensation-related policies and makes recommendations to the Board of Directors in the area of executive compensation and for all employees, on bonus and equity incentives. The specific nature of the Compensation Committee’s roles and responsibilities as they relate to executive officers is set forth under “Compensation Discussion and Analysis.”

          Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee makes recommendations to the Board of Directors regarding the persons who shall be nominated for election as directors. The Committee has not established any minimum qualifications for persons to be considered for nomination but will be guided by the following criteria: that the individual (i) be of the highest character and integrity, (ii) be free of any conflict of interest that would violate any applicable law or regulation or interfere with proper performance of the responsibilities of a director, (iii) possess substantial and significant experience that would be of particular importance to Delta in the performance of the duties of a director, (iv) have sufficient time available to devote to the affairs of Delta, and (v) have a desire to represent the balanced best interests of the stockholders as a whole.

Code of Ethics

          Our Board of Directors adopted a Code of Business Conduct and Ethics in November 2003 (amended in October 2004 and January 2007), which applies to all of our executive officers, directors and employees. A copy of the Code of Business Conduct and Ethics is available on our website at www.deltapetro.com or by writing to our Secretary at 370 Seventeenth Street, Suite 4300, Denver, Colorado 80202.

Compensation Committee Interlocks and Insider Participation

          No member of the Compensation Committee has ever been an officer of Delta or any of its subsidiaries, and no Delta employee served on the Compensation Committee during the last fiscal year. The Company does not have any interlocking relationships between its executive officers and the compensation committee and the executive officers and compensation committee of any other entities, nor has any such interlocking relationship existed in the past.

Compliance with Section 16(A) of the Securities Exchange Act of 1934

          Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than ten percent (10%) of a registered class of our equity securities, to file initial reports of ownership of Delta securities and reports of changes in ownership of Delta securities with the SEC.

          To our knowledge, during the fiscal year ended December 31, 2010, our officers and directors complied with all applicable Section 16(a) filing requirements on a timely basis.

          These statements are based solely on a review of the copies of such reports furnished to us by our officers and directors and their written representations that such reports accurately reflect all reportable transactions.

Material Changes to Procedures to Recommend Nominees for Director

          There have been no material changes to the procedures by which stockholders may recommend nominees to the Company’s Board of Directors from those disclosed in the Company’s Proxy Statement for the annual meeting held on May 25, 2010.

Item 11. Executive Compensation.

Compensation Discussion and Analysis

     Overview

     The following Compensation Discussion and Analysis describes the material elements of compensation for the named executive officers identified in the Summary Compensation Table below. As more fully described below, the Compensation Committee of the Board of Directors reviews and recommends to the full Board of Directors the total direct compensation programs for our named executive officers. Our chief executive officer also reviews the base salary, annual bonus and long-term compensation levels for the other named executive officers.

     Compensation Philosophy and Objectives

     Our compensation philosophy has been to encourage growth in our oil and natural gas reserves and production, encourage growth in cash flow and profitability, and enhance stockholder value through the creation and maintenance of compensation opportunities that attract and retain highly qualified executive officers. To achieve these goals, the Compensation Committee believes that the compensation of executive officers should reflect the growth and entrepreneurial environment that has characterized our industry in the past, while ensuring fairness among the executive management team by recognizing the contributions each individual executive makes to our success.

     Based on these objectives, the Compensation Committee has recommended an executive compensation program that includes the following components:

     • a base salary at a level that is competitive with the base salaries being paid by other oil and natural gas exploration and production enterprises that have some characteristics similar to Delta and could compete with Delta for executive officer level employees;

     • annual incentive compensation to reward achievement of Company objectives, individual responsibility and productivity, high quality work, reserve growth, performance and profitability and that is competitive with that provided by other oil and natural gas exploration and production enterprises that have some characteristics similar to Delta; and

     • long-term incentive compensation in the form of stock-based awards that is competitive with that provided by other oil and natural gas exploration and production enterprises that have some characteristics similar to Delta.

     As described below, the Compensation Committee, with the assistance of an outside compensation consultant, periodically reviews data about the compensation of executives in the oil and gas industry. Based on these reviews, we believe that the elements of our executive compensation program have been comparable to those offered by our industry competitors.

     Outside Advisor

     The Compensation Committee has retained Effective Compensation Incorporated, or ECI, as an outside advisor to review our executive compensation program including base salary, bonus and equity compensation practices and to assist in ongoing development of our executive compensation philosophy. The Compensation Committee developed a group of oil and gas exploration and production companies with certain characteristics similar to Delta and that could potentially compete with Delta for executive officer level employees with which to compare compensation

programs. ECI has performed analyses of compensation levels for these peer companies. Most recently, this group of companies has included the following:

Berry Petroleum Company
Bill Barrett Corporation
Forest Oil Corporation
Rosetta Resources, Inc.
Venoco, Inc.

     Cimarex Energy Co., SM Energy Company and Whiting Petroleum Corp., which were previously part of the peer group, were removed from the group and Rosetta Resources, Inc. and Venoco, Inc. were added to the group in order to provide a peer group of companies with characteristics more similar to Delta.

     Elements of Delta’s Compensation Program

     The three principal components of Delta’s compensation program for its executive officers, base salary, annual incentive compensation and long-term incentive compensation in the form of stock-based awards, are discussed below.

     Base Salary. Base salaries (paid in cash) for our executive officers have been established based on the scope of their responsibilities, taking into account competitive market compensation paid by the peer companies for similar positions. We have reviewed our executives’ base salaries in comparison to salaries for executives in similar positions and with similar responsibilities at companies which have certain characteristics similar to Delta. Base salaries are reviewed annually, and typically are adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, experience and other criteria.

     The Compensation Committee reviews with the chief executive officer his recommendations for base salaries for the named executive officers, other than himself, each year. New base salary amounts have historically been based on an evaluation of individual performance and expected future contributions and a review of survey data provided by ECI to ensure competitive compensation against the external market, including the companies in our industry with which we compete. The Compensation Committee has targeted base salaries for executive officers, including the chief executive officer, to be competitive with the base salaries being paid by other oil and natural gas exploration and production enterprises that have some characteristics similar to Delta. We believe this is critical to our ability to attract and retain top level talent.

     In July 2009, ECI provided a comprehensive review of our compensation structure, including 2010 compensation. Our executive officer compensation was compared to data from the annual proxies and subsequent disclosures of comparable companies, as well as compensation surveys prepared by ECI. In connection with this review, in November 2009, the Compensation Committee made a recommendation to the Board of Directors that the base salary of each of the named executive officers be increased by 6% effective January 1, 2010. This recommendation was based on the Compensation Committee’s determination that such an increase was fair and necessary for Delta to be competitive with other companies and because there had been no salary increase in 2009 due to the general economic environment and low oil and gas commodity prices. The increases brought the base salaries for our named executive officers to a level that the Compensation Committee, after reviewing the ECI analysis, concluded were generally competitive with those being paid by other oil and natural gas exploration and production companies with certain characteristics similar to Delta.

     In November 2010, the Compensation Committee made a recommendation to the Board of Directors that the base salary of each of the named executive officers be increased by 3% effective January 1, 2011. This recommendation was based on the Compensation Committee’s determination that such an increase was fair and necessary for Delta to be competitive with other oil and gas companies with certain characteristics similar to those of Delta. In March 2011, ECI provided a comprehensive

review of our compensation structure in place for 2011. Our executive officer compensation for 2011 was compared to data from the annual proxies and subsequent disclosures of comparable companies, as well as compensation surveys prepared by ECI. Base salaries for our named executive officers were generally compared to comparable positions or comparable pay rank. For 2011, our named executive officers’ base salaries were determined to be generally competitive with the base salaries being paid by other oil and natural gas exploration and production enterprises that have some characteristics similar to Delta, except for our chief executive officer’s salary, which was determined to be less than what such peer companies paid their principal executive officers, which the Compensation Committee determined to be appropriate because Mr. Lakey had been recently appointed to the CEO position.

     Annual Incentive Compensation. In prior years, we utilized a performance-based annual incentive plan referred to as the Capital Management System (“CMS”), which was modified in 2009 to include certain CMS components as well other specified performance targets, and referred to as the Annual Bonus Award Plan. The CMS contained objective goals based on the Company’s net present value of the Company’s proved reserve base and adding new proved producing reserves through the drilling of non-proved properties and the acquisition of proved reserves. The Annual Bonus Award Plan was a discretionary bonus plan that gave the Board of Directors full discretion as to whether bonuses were to be paid, and if it was determined bonuses were to be paid, the amounts of such bonuses for named executive officers were 25% tied to fixed metrics and 75% discretionary. The fixed metrics under the Annual Bonus Award Plan consisted of the net present value objective, but changed the new reserve objective to an objective based on the rate of return on all of the Company’s oil and gas wells, regardless of reserve category.

      For 2009, the 25% fixed metric portion of the bonus consisted of CMS Goal 1 and CMS Goal 2 which each represented 25% and the remaining 50% consisted of accomplishing specific transactions that increase the value of the Company. As under the CMS, the minimum threshold for CMS Goal 1 was 95% of our reserve base. The minimum threshold for Goal 2 was an overall rate of return of at least 10%. The specific transactions category was subjective and was based on a review of accomplishments during the year. In February 2010, the Compensation Committee determined that the goals for the named executive officers for the portion of bonuses under the fixed matrix category had been met as follows: CMS Goal 1 of 95% - 78%; New CMS Goal 2 - 0%; and specific transactions - 50%. Based on this assessment, the Compensation Committee determined that overall the targets for the named executive officers had been met and recommended that the full 25% portion of their bonuses be paid. In making its recommendations with regard to the discretionary portion of the named executive officers bonuses, the Compensation Committee considered a number of factors including the practices of competing companies, the current commodity price levels, the market price of Delta’s common stock, and the Company’s financial condition.

      In 2010, the Company was facing severe capital constraints affecting our business and was involved in a strategic alternative process that made it difficult to set objective goals under the Annual Bonus Award Plan adopted in 2009. Accordingly, at the conclusion of the strategic alternatives process in August 2010, the Board of Directors paid a special bonus to the named executive officers for their extraordinary efforts in connection with such process and the resulting sale of assets. These special bonuses were as follows: Carl Lakey — $250,000; Kevin Nanke - $200,000 and Stanley F. Freedman — $150,000.

     In addition, in November 2010 the Compensation Committee recommended that, given the Company’s challenges, the annual incentive bonus awards for 2010 be 100% discretionary and take into account positive and negative factors during 2010. The full target bonus for each of the named executive officers was set at 70% of his base salary.

     In April 2011, the Compensation Committee recommended, and the Board of Directors approved, that a total of $1,600,000 be paid for annual bonuses for 2010 to all of Delta’s employees and that each of the named executive officers receive a bonus equal to approximately 58% of his base salary. In making this recommendation, the Compensation Committee evaluated performance of the executive officers for 2010, the amount of the bonuses paid for calendar year 2009 performance to these particular officers, total cash compensation paid to the executive officers, bonuses and total cash compensation paid for the same type of positions by peer and similar companies provided to the Compensation Committee by its compensation consultant, and metrics illustrative of the effect of the performance on the value of Delta. The Compensation Committee also took into consideration the cash bonus payments made in August 2010 upon completion of the strategic alternatives process.

     Long Term Incentive Compensation. We believe the use of stock-based awards creates an ownership culture that encourages the long-term performance of our executive officers. In December 2009, our stockholders approved the 2009 Performance and Equity Incentive Plan (the “2009 Plan”). The 2009 Plan is designed to be an omnibus plan allowing Delta to grant a wide range of compensatory awards including stock options, stock appreciation rights, phantom stock, restricted stock, stock bonuses and cash bonuses to persons who contribute, and are expected to contribute, to our success and to create stockholder value, including the named executive officers.

     September 2010 Retention Stock Awards

     In September 2010, restricted stock awards were made under the 2009 Plan to all of the employees of Delta, including the named executive officers, all of which will vest on July 1, 2011. In its recommendations to the Board of Directors concerning shares granted in September 2010, the Compensation Committee based the recommended number of shares on the market price of Delta’s Common Stock at that time. In recommending the awards to the named executive officers, the Compensation Committee took into account prior year awards of restricted stock, base salaries, bonuses and long term incentive compensation awarded to executive officers by companies with some characteristics similar to Delta.

     The number of restricted shares granted to each of the named executive officers in September 2010 was as follows:

		Number of Shares of				Fair Market Value
Named Executive Office		Common Stock Granted				on Date of Grant
Carl E. Lakey, President & CEO			1,000,000			$	700,000
Kevin K. Nanke, Treasurer & CFO			800,000				560,000
Stanley F. Freedman, Executive Vice President, General Counsel and Secretary			700,000				490,000

     Performance Share Awards

     In February 2007, the named executive officers (other than Mr. Lakey who was not an officer at such time) received performance share grants providing that the shares of restricted Common Stock awarded vest if the market price of Delta stock reaches and maintains certain price levels during the 10-year period following the date of grant (the “Term”). The awards were intended to provide incentive compensation to the named executive officers tied to significant increases in stockholder value. The price thresholds chosen were $40, $50, $60, $75 and $90. The grants provided that if the market price for Delta’s Common Stock reached and remained at these price thresholds for a certain period, then the associated Common Stock award would vest. These awards were based on the principle that stock price increases would reward both the stockholders and the executive officers.

     As of March 31, 2009, four of the tranches of performance shares had been forfeited because the vesting conditions had not been met within the required periods. The only shares of Common Stock included in the performance share grants that continued to be outstanding for the named executive officers were those included in the first tranche. The first tranche of restricted Common Stock was to vest in full as of the date that the average daily closing price of our Common Stock on NASDAQ equals or exceeds $40.00 for trading days within any period of 90 calendar days during the Term, provided that the average closing price over the last 20 trading days of such period shall have equaled or exceeded $40.00.

     The numbers of shares held by the named executive officers under the performance shares grants as of December 31, 2010 was as follows:

		Number of Shares
Named Executive Officer		of Common Stock
Kevin K. Nanke			40,000
Stanley F. Freedman			40,000

     In April 2011, Messrs Nanke and Freedman offered to forfeit their remaining performance shares, and Delta’s Board of Directors accepted that offer.

     Change in Control and Severance. We have employment agreements with each of our executive officers pursuant to which the officer will receive benefits if his employment is terminated (other than for misconduct) due to death, disability, and certain employment terminations following a change in control. The details and amount of such benefits are described in “Employment Agreements” and “Change in Control Agreements” below.

     Other Benefits. All employees may participate in our 401(k) Retirement Savings Plan, or 401(k) Plan. Each employee may make before tax contributions in accordance with the Internal Revenue Service limits. We provide this 401(k) Plan to help our employees save a portion of their cash compensation for retirement in a tax efficient manner. Effective January 1, 2010, Delta agreed to make a matching contribution in an amount equal to 100% of the employee’s elective deferral contribution below 3% of the employee’s compensation and 50% of the employee’s elective deferral that exceeds 3% of the employee’s compensation but does not exceed 6% of the employee’s compensation..

     All fulltime employees, including our named executive officers, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance.

     Accounting and Tax Considerations

     Our restricted stock award policies have been impacted by the implementation of Statement of Financial Accounting Standards No. 123(R), which we adopted on July 1, 2005.

     We have structured our compensation program to comply with Internal Revenue Code Sections 162(m) and 409A. Under Section 162(m) of the Internal Revenue Code, a limitation is placed on tax deductions of any publicly-held corporation for individual compensation to certain executives of such corporation exceeding $1,000,000 in any taxable year, unless the compensation is performance-based. If an executive officer is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk of forfeiture. In such case, the executive officer is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit included in income. Delta has no individuals with non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax deduction limit.

     COMPENSATION COMMITTEE REPORT

     The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report.

     The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management. The Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K.

     Respectfully submitted by the Compensation Committee of the Board of Directors:

Jerrie F. Eckelberger (Chairman)
Hank Brown
Russell S. Lewis
Anthony Mandekic
James J. Murren
Kevin R. Collins
Jordan R. Smith

Summary Compensation Table

     The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by our principal executive officer, principal financial officer, our one other executive officer, and our former chief executive officer who served during fiscal year 2010 (collectively, the “named executive officers”), for fiscal years 2008, 2009 and 2010:

																						Non-Equity
														Stock				Option				Incentive Plan				All Other
Name and						Salary				Bonus				Awards				Awards				Compensation				Compensation				Total
Principal Position		Year				($)				($)				($)(1)				($)(1)				($)(2)				($)(3)				($)
Carl E. Lakey,			2010			$	338,585			$	—			$	700,000			$	—			$	480,500			$	19,768			$	1,538,853
President and Chief Executive Officer*
Kevin K. Nanke,			2010				328,600				—				560,000				—				395,000				25,339				1,308,939
Treasurer and Chief			2009				297,083				—				793,637				—				169,900				25,939				1,286,559
Financial Officer			2008				310,000				—				1,276,558				—				13,563				74,293				1,674,414
Stanley F. Freedman,			2010				293,750				—				490,000				—				323,500				21,259				1,128,509
Executive Vice			2009				263,542				—				703,930				—				141,800				21,859				1,131,131
President, General			2008				275,000				—				1,448,594				—				12,031				69,325				1,804,950
Counsel and Secretary
John R. Wallace,			2010				216,417				—				—				—				—				1,610,847				1,827,264
Former President and			2009				335,417				—				895,987				—				180,500				24,307				1,436,211
Chief Operating Officer**			2008				350,000				—				2,027,847				—				15,313				69,555				2,462,715

						Company																Severance
						Contributions to				Auto				Auto Maintenance								Agreement
						Retirement Plans				Allowance				and Insurance				Health Club				Payments				Total
Name		Year				($)				($)				($)				($)				($)				($)
Carl E. Lakey*			2010			$	5,961			$	9,000			$	4,807			$	—			$	—			$	19,768
			2009				—				—				—				—				—				—
			2008				—				—				—				—				—				—
Kevin K. Nanke			2010				—				18,000				4,939				2,400				—				25,339
			2009				—				18,000				5,539				2,400				—				25,939
			2008				47,000				18,000				6,893				2,400				—				74,293
Stanley F. Freedman			2010				—				18,000				3,259				—				—				21,259
			2009				—				18,000				3,859				—				—				21,859
			2008				47,000				18,000				4,325				—				—				69,325
John R. Wallace**			2010				—				9,000				1,847				—				1,600,000	(1)			1,610,847
			2009				—				18,000				6,307				—				—				24,307
			2008				47,000				18,000				4,555				—				—				69,555

Grants of Plan-Based Awards

     The following table provides additional information about restricted stock awards and equity and non-equity incentive plan awards granted to our named executive officers during fiscal 2010.

						Estimated Future Payouts Under												Option Awards				Stock Awards				Grant Date
						Non-Equity Incentive Plan Awards(1)												Number of				Number of				Fair Value of
		Grant Date or																Shares of				Shares of				Stock and
		Performance				Threshold				Target				Max				Stock or Units				Stock or Units				Option Awards
Name		Period				($)				($)				($)				(#)				(#)				($)(4)
Carl E. Lakey,			01/01/10-12/31/10			$	68,250			$	273,000			$	546,000				—				—			$	—
President and Chief			07/06/10				—				—				—				250,000	(2)			—				109,206
Executive Officer*			09/16/10				—				—				—				—				1,000,000	(3)			700,000
Kevin K. Nanke,			01/01/10-12/31/10			$	59,000				236,000				472,000				—				—				—
Treasurer and Chief			09/16/10				—				—				—				—				800,000	(3)			560,000
Financial Officer							—
Stanley F. Freedman,			01/01/10-12/31/10			$	52,550				210,200				420,400				—				—				—
Executive Vice President,			09/16/10				—				—				—				—				700,000	(3)			490,000
General Counsel and Secretary							—
John R. Wallace,			01/01/10-12/31/10			$	61,250				245,000				490,000				—				—				—
Former President and Chief Operating Officer**							— —

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Stock Awards

Equity

Incentive Plan

Equity

Awards:

Incentive Plan

Market or

Market

Awards:

Payout Value

Number of

Number of

Value of

Number of

of Unearned

Securities

Securities

Number of

Shares or

Unearned

Shares, Units

Underlying

Underlying

Shares or

Units of

Shares, Units or

or Other

Unexercised

Unexercised

Option

Units of Stock

Stock That

Other Rights

Rights That

Options

Options

Exercise

Option

That Have

Have Not

That Have Not

Have Not

(#)

(#)

Price

Expiration

Not Vested

Vested(6)

Vested

Vested

Name

Exercisable

Unexercisable

($)

Date

(#)

($)

(#)

($)

Carl E. Lakey, President and Chief Executive Officer*

250,000

—

0.79

07/06/20

1,301,734

(1)

989,318

—

—

Kevin K. Nanke,

55,000

—

3.29

01/09/11

1,159,134

(2)

880,942

40,000

(3)

1,600,000

Treasurer and Chief

137,500

—

5.29

08/26/13

Financial Officer

87,500

—

15.34

12/21/14

Stanley F. Freedman, Executive Vice President, General Counsel and Secretary

—

—

—

—

1,024,934

(4)

778,950

40,000

(5)

1,600,000

John R. Wallace,

200,000

—

5.44

12/03/13

—

—

—

—

Former President and Chief Operating Officer**

87,500

—

15.34

12/21/14

Option Exercises and Stock Vested

     The following table provides information about the value realized by the named executive officers for option award exercises and stock award vesting during fiscal 2010.

										Stock Awards
		Option Awards								Number of Shares				Value
		Number of Shares				Value Realized				Acquired				Realized
		Acquired on Exercise				on Exercise				on Vesting				on Vesting
Name		(#)				($)				(#)				($)
Carl E. Lakey*			—			$	—				224,619			$	195,888
Kevin K. Nanke			—				—				261,839				214,708
Stanley F. Freedman			—				—				234,133				191,989
John R. Wallace**			—				—				238,768				195,790

Employment Agreements

          Carl Lakey. On July 15, 2010, we entered into an Amended and Restated Employment Agreement with Carl Lakey, who was appointed as the Company’s Chief Executive Officer on July 6, 2010. The Amended and Restated Employment Agreement amended Mr. Lakey’s previous employment agreement dated as of October 1, 2009. The initial term of Mr. Lakey’s amended agreement was through December 31, 2010, and such term automatically extends for additional one year terms thereafter unless notice of termination is given by either party at least sixty days prior to the end of the then-applicable term. The base annual salary for Mr. Lakey provided for in the amended agreement is $390,000. Mr. Lakey is also entitled to a bonus based on a percentage of his base salary as determined by the Compensation Committee of the Board of Directors upon satisfaction of performance criteria established by the Compensation Committee.

          In the event Mr. Lakey’s employment is terminated other than for “cause” or if he resigns for “good reason” (both as defined in the agreement), then Mr. Lakey will be entitled to receive a payment equal to two times the sum of his annual base salary and his average annual bonus. In the event that Mr. Lakey’s agreement is not renewed at the end of any term, then at the time that his employment is terminated Mr. Lakey will receive the same severance payment as stated above, reduced proportionately by the number of months that Mr. Lakey continues to be employed by the Company after expiration of the applicable term. The agreement also includes non-solicitation and non-competition obligations on the part of Mr. Lakey that survive for one year following the date of termination.

          Kevin K. Nanke. On May 5, 2005, we entered into an employment agreement with Kevin K. Nanke, our Chief Financial Officer. The initial term of employment under Mr. Nanke’s employment agreement was through December 31, 2006, and the term automatically extends for additional one-year terms thereafter unless either party gives notice of termination at least 60 days prior to the end of a term. The current term expires on December 31, 2011. The base annual salary payable under the employment agreement for Mr. Nanke is currently $337,145. Mr. Nanke is entitled to receive bonuses based on a percentage of his base salary as determined by the Compensation Committee of the Board of Directors upon satisfaction of performance criteria established by the Compensation Committee.

          In the event the employment of Mr. Nanke is terminated other than for cause or if he resigns for “good reason” (both as defined in the agreement), then he will be entitled to receive a payment equal to two times his annual base salary, annual automobile allowance and his average annual bonus for the three fiscal years preceding the fiscal year in which the termination occurs, but not less than the greater of Mr. Nanke’s (i) highest annual target bonus during any of these three preceding fiscal years or (ii) target bonus for the fiscal year in which the termination occurs. In the event that his employment agreement is not renewed and he is terminated within 24 months following the last day of employment under the expired employment agreement, at the time that his employment is terminated Mr. Nanke will receive the same payment as stated above, reduced proportionately by the number of months he continues to be employed by us during such 24 month period. The employment agreement also includes non-solicitation and non-competition obligations on the part of Mr. Nanke that survive for one year following the date of termination.

          Stanley F. Freedman. On January 11, 2006, we entered into an employment agreement with Stanley F. Freedman, who became Executive Vice President, General Counsel and Secretary of Delta on January 3, 2006. The initial term of employment under Mr. Freedman’s employment agreement was through December 31, 2006, and the term automatically extends for additional one-year terms thereafter unless either party gives notice of termination at least 60 days prior to the end of a term. The current term expires on December 31, 2011. The base annual salary payable under the employment agreement for Mr. Freedman is currently $291,500. He also received 40,000 shares of restricted Common Stock pursuant to the terms of his employment agreement that vested three years after the date of grant. Mr. Freedman is entitled to receive bonuses based on a percentage of his base salary, as determined by the Compensation Committee of the Board of Directors, upon satisfaction of performance criteria established by the Compensation Committee.

          In the event the employment of Mr. Freedman is terminated other than for cause (as defined in the Employment Agreement) or if he resigns for “good reason” (as defined in the Employment Agreement), then he will be entitled to receive a payment equal to two times his annual base salary, annual automobile allowance and his average annual bonus for the three years preceding the fiscal year in which the termination occurs, but not less than the greater of his (i) highest annual target bonus during any of these three preceding fiscal years or (ii) target bonus for the fiscal year in which the termination occurs. In the event that his Employment Agreement is not renewed and he is terminated within 24 months following the last day of employment under the expired Employment Agreement, at the time that his employment is terminated he will receive the same payment as stated above, reduced proportionately by the number of months he continues to be employed by us during such 24 month period. The Employment Agreement also includes non-solicitation and non-competition obligations on the part of Mr. Freedman that survive for one year following the date of termination.

Change in Control Agreements

          On April 30, 2007, we entered into Change in Control Executive Severance Agreements (“CIC Agreements”) with Messrs. Nanke and Freedman, and on October 1, 2009, we entered into a CIC Agreement with Mr. Lakey, which provide that, following a change in control of the Company as defined in the CIC Agreements and the termination of employment of the executive officer during the period beginning 6 months prior to and ending 24 months after the change in control, the executive officer would not receive a payment under the Employment Agreement. Instead, he would receive a payment equal to three times his annual base salary, annual automobile allowance and his average annual bonus for the three years preceding the fiscal year in which the change in control occurs, but not less than the greater of that executive officer’s (i) highest annual target bonus during any of these three preceding fiscal years or (ii) target bonus for the fiscal year in which the change in control occurs, in addition to the continuation of certain benefits including medical insurance and other benefits provided to the executive officer for a period of three years. The CIC Agreements also include non-solicitation and non-competition obligations on the part of the executive officer that survive for one year following the date of termination. The CIC Agreements also provide that if a payment under the CIC Agreements would be subject to excise tax payments, the executive officer will receive a gross-up payment equal to such excise tax imposed by

Section 4999 of the Internal Revenue Code of 1986, as amended, and all taxes, including any interest, penalties or income tax imposed on the gross-up payment.

          The CIC Agreements define a change in control as the occurrence of any of the following: (1) any Person becomes a beneficial owner of 35% or more of Delta’s voting securities, except as the result of any acquisition of voting securities by Delta or any acquisition of voting securities of Delta directly from Delta (as authorized by the Board); (2) the persons who constitute the incumbent Board cease for any reason to constitute at least a majority of the Board unless such change was approved by at least two-thirds (2/3) of the incumbent Board; (3) the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of Delta unless the persons who beneficially own the voting securities of Delta immediately before that transaction beneficially own, immediately after the transaction, at least 70% of the voting securities of Delta or any other corporation or other entity resulting from or surviving the transaction; or (4) Delta’s stockholders approve a complete liquidation or dissolution of Delta or a sale of substantially all of its assets.

Amendments to Employment Agreements and Change in Control Agreements

          On December 29, 2010, Delta entered into amendments (the “Amendments”) to the employment agreements and CIC agreements with Carl E. Lakey, Kevin K. Nanke and Stanley F. Freedman. These Amendments are intended to bring the CIC agreements and the employment agreements into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and related guidance issued by the Internal Revenue Service. The Amendments revise the timing of payments to be made upon a separation from service and the timing and amount of payments to be made if a gross-up is due to the executive due to the effect of Code Sections 280G and 4999, amend the provisions related to the six-month waiting period required under Code Section 409 with respect to payments to certain specified key employees upon a separation from service, and make other technical revisions in conformance with Code Section 409A. In addition, certain provisions were amended to ensure that payments under the CIC and employment agreements would not be duplicated.

Severance Agreement

          On October 19, 2010, Delta entered into a Severance Agreement with John R. Wallace, Delta’s former President and Chief Operating Officer. Mr. Wallace resigned from all of his positions as a director, officer and employee of Delta and any of its subsidiaries as of the close of business on July 6, 2010. In consideration for Mr. Wallace’s resignation and his agreement to (a) relinquish certain rights under his employment agreement, his change-in-control agreement, certain stock agreements, and any and all rights he may have had to any other salary, bonus or other compensation, and (b) make himself reasonably available to answer questions and assist in transitional matters, Delta paid Mr. Wallace $1,600,000 in cash and to maintain continued group health plan coverage under COBRA for Mr. Wallace. The Severance Agreement also contains mutual releases and non-disparagement provisions, as well as other customary terms.

Potential Payments Upon Termination or Change in Control

     The following table reflects the potential payments and benefits upon termination (i) for cause, and (ii) other than for cause or death, disability or retirement, within and not within the period beginning six months prior to and ending 24 months following a change in control (“Measurement Period”) of Delta under the respective CIC Agreement for each named executive officer. The amounts payable assume termination of employment on December 31, 2010.

		Within The Measurement Period																				Not Within The Measurement Period
						Acceleration																				Acceleration
						of Options								Excise												of Options								Excise
		Severance				& Stock								Tax &								Severance				& Stock								Tax &
		& Bonus				Awards				Benefits				Gross-Ups				Total				& Bonus				Awards				Benefits				Gross-Ups				Total
		($)				($)				($)				($)				($)				($)				($)				($)				($)				($)
Carl E. Lakey For Cause			—				—				—				—				—				—				—				—				—				—
Not For Cause			1,989,000				989,318				141,487				850,202				3,970,007				1,427,500				989,318				94,325				850,202				3,361,345
Kevin K. Nanke For Cause			—				—				—				—				—				—				—				—				—				—
Not For Cause			1,719,440				880,942				141,226				—				2,741,607				1,239,190				880,942				94,151				—				2,214,283
Stanley F. Freedman For Cause			—				—				—				—				—				—				—				—				—				—
Not For Cause			1,531,250				778,950				144,727				671,413				3,129,339				1,065,790				778,950				96,485				671,413				2612,638

     Director Compensation

     The following table sets forth a summary of the compensation we paid to our non-employee directors in 2010:

		Fees Earned				Stock
		or Paid in Cash				Awards				Total
Name		($)				($)(1)				($)
Hank Brown		$	52,500			$	49,920			$	102,420
Kevin R. Collins			60,000				84,920				144,920
Jerrie F. Eckelberger			60,000				49,920				109,920
Jean-Michel Fonck			50,000				29,952				79,952
Aleron H. Larson Jr.			50,000				49,920				99,920
Russell S. Lewis			52,500				49,920				102,420
Anthony Mandekic			52,500				29,952				82,452
James J. Murren			52,500				49,920				102,420
Jordan R. Smith			55,000				49,920				104,920
Daniel J. Taylor			52,500				90,665				143,165

Annual Retainers

In 2010, each non-employee director of the Company received an annual retainer of $50,000. For 2011, the annual retainer has been set to remain at $50,000, and it is anticipated that it will be paid in cash on a monthly basis.

Each Board Committee chair also receives an additional retainer each year in the following amounts: chair of the Audit Committee and chair of the Compensation Committee, $10,000; and chair of the Nominating and Corporate Governance Committee, $5,000. In addition, each non-employee director who is not a chairman but serves on one or more Committees of the Board receives an annual retainer of $2,500. The additional retainer amounts are also paid to the directors in cash in equal monthly installments. The Company reimburses the directors for costs incurred by them in traveling to Board and Committee meetings.

Stock Grants

In addition, at the discretion of the Board of Directors, each non-employee director is eligible to receive an annual grant of shares of Common Stock. For 2011, each non-employee Director is entitled to receive 75,000 shares and, in addition, the non-executive Chairman of the Board is entitled to receive 90,000 shares for services rendered in 2011. The shares are to be issued on the first business day of 2012 and pro-rated in the event of the earlier termination of any Director to such date and issued within ten days thereof. All such Common Stock is granted pursuant to the Company’s 2009 Performance and Equity Incentive Plan. Each grant of Common Stock is fully vested upon grant.

Indemnification of Directors

Pursuant to the Company’s certificate of incorporation, the Company provides indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law and provides certain indemnification to its executive officers under their employment agreements. The Company believes that this indemnification is necessary to attract and retain qualified directors and officers.

Narrative Disclosure of Compensation Policies and Practices as they Relate to Risk Management

In accordance with the requirements of Regulation S-K, Item 402(s), to the extent that risks may arise from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company, we are required to discuss those policies and practices for compensating the employees of the Company (including employees that are not named executive officers) as they relate to the Company’s risk management practices and the possibility of incentivizing risk-taking. We have determined that the compensation policies and practices established with respect to the Company’s employees are not reasonably likely to have a material adverse effect on the Company and, therefore, no such disclosure is necessary. The Compensation Committee and the Board are aware of the need to routinely assess our compensation policies and practices and will make a determination as to the necessity of this particular disclosure on an annual basis.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     The following table presents information concerning persons known by us to own beneficially 5% or more of our issued and outstanding Common Stock as of April 26, 2011:

		Amount and Nature				Percent of
Name and Address		of Beneficial Ownership				Class(1)
Tracinda Corporation (2)			93,797,701				32.8	%
150 South Rodeo Drive, Suite 250 Beverly Hills, CA 90212

Security Ownership of Management

     The following table contains information about the beneficial ownership (unless otherwise indicated) of our Common Stock as of April 26, 2011 by:

	•		each of our current directors;
	•		each named executive officer; and
	•		all current directors and current executive officers as a group.

		Amount and Nature of				Percent of
Name and Address of Beneficial Owner		Beneficial Ownership(1)				Class(2)
Carl E. Lakey			1,704,515	(3)			*
Kevin K. Nanke			1,682,796	(4)			*
Stanley F. Freedman			1,162,345	(5)			*
Aleron H. Larson, Jr.			520,491	(6)			*
Daniel J. Taylor			336,432	(7)			*
Russell S. Lewis			294,413	(8)			*
John R. Wallace			250,000	(9)			*
Kevin R. Collins			219,017	(10)			*
Jerrie F. Eckelberger			202,772	(11)			*
Jordan R. Smith			202,772	(12)			*
Hank Brown			181,254	(13)			*
James J. Murren			154,254	(14)			*
Anthony Mandekic			133,527	(15)			*
Jean-Michel Fonck			123,527	(16)			*
All executive officers and current directors as a Group (14 persons)			7,168,115	(17)			2.51	%

Plan Information

     We maintain the following equity-based compensation plans: 2008 New-Hire Equity Incentive Plan and 2009 Performance and Equity Incentive Plan. Our stockholders approved the 2009 Plan, and the 2008 New-Hire Equity Incentive Plan was approved solely by our Board of Directors.

     The following table sets forth our equity compensation plans in the aggregate, the number of shares of our Common Stock subject to outstanding options and rights under these plans, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants under these plans as of December 31, 2010:

Number of Securities

Remaining Available

Number of Securities

Weighted-Average

for Issuance Under

to be Issued Upon

Exercise Price of

Equity Compensation

Exercise of Outstanding

Outstanding

Plans (Excluding

Options, Warrants and

Options, Warrants

Securities Reflected

Rights

and Rights

in Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

1,608,000

$

7.26

19,826,710

Equity compensation plans not approved by security holders

—

—

472,109

Total

1,608,000

20,298,819

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Review, Approval or Ratification of Transactions with Related Persons

     The Board of Directors has recognized that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. In order to ensure that the Company acts in the best interests of its stockholders, the Board has delegated the review and approval of related party transactions to the Audit Committee in accordance with the Company’s written Audit Committee Charter. After its review, the Audit Committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests of the Company

     and its stockholders. Any director who may be interested in a related party transaction shall recuse himself from any consideration of such related party transaction.

Transactions with Related Persons

     During fiscal years 2001 and 2000, Aleron H. Larson, Jr., an officer of the Company at the time, guaranteed certain borrowings which have subsequently been repaid. As consideration for the guarantee of the Company’s indebtedness, Mr. Larson was assigned a 1% overriding royalty interest (“ORRI”) in the properties acquired with the proceeds of the borrowings. Mr. Larson earned approximately $90,000 for his 1% ORRI during the year ended December 31, 2010.

Director Independence

          Our Board of Directors has determined that each of Hank Brown, Kevin R. Collins, Jerrie F. Eckelberger, Jean-Michel Fonck, Russell S. Lewis, Anthony Mandekic, James J. Murren, Jordan R. Smith and Daniel J. Taylor qualifies as an independent director under rules promulgated by the SEC and The NASDAQ Stock Market^® listing standards, and has concluded that none of these directors has a material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Item 14. Principal Accounting Fees and Services.

The following table summarizes the aggregate fees billed by KPMG LLP for the 2010 and 2009 fiscal years:

		Fiscal Year Ended				Fiscal Year Ended
		December 31,				December 31,
		2010				2009
Audit fees		$	684,000			$	723,000
Audit-related fees			5,000				167,000
Tax fees			195,652				116,000
All other fees			—				—
Total		$	884,652			$	1,006,000

     Audit Fees. Fees for audit services consisted of the audit of our annual financial statements and reports on internal controls required by the Sarbanes-Oxley Act of 2002 and reviews of our quarterly financial statements.

     Audit Related Fees. Fees billed for audit related services related to professional services rendered by KPMG LLP for assurance and related services that are reasonably related to the performance of the audit or review of Delta’s financial statements but are not included in audit fees above.

     Tax Fees. Fees for tax services consisted of tax preparation for Delta and its subsidiaries.

Audit Committee Pre-Approval Policy

     The Company’s independent registered public accounting firm may not be engaged to provide non-audit services that are prohibited by law or regulation to be provided by it, nor may the Company’s independent registered public accounting firm be engaged to provide any other non-audit service unless it is determined that the engagement of the principal accountant provides a business benefit resulting from its inherent knowledge of the Company while not impairing its independence. Our Audit Committee must pre-approve permissible non-audit services. During fiscal year 2010, our Audit Committee approved 100% of the non-audit services provided to Delta by its independent registered public accounting firm.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1)		Financial Statements. The financial statements of Delta Petroleum Corporation were included in the 2010 10-K.
(a)(2)		Financial Statement Schedules. None.
(a)(3)		Exhibits. The exhibits listed in the 2010 10-K are required by Item 601 of Regulation S-K. Management contracts and compensatory plans required to be filed as exhibits were marked with a “*”. A list of the exhibits filed with this Amendment No. 1 is provided below.

INDEX TO EXHIBITS

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, we have caused this Form 10-K/A to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Denver and State of Colorado on the 29^th day of April, 2011.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A has been signed below by the following persons on our behalf and in the capacities and on the dates indicated.

Signature and Title		Date
/s/ Hank Brown   Hank Brown, Director		April 29, 2011
/s/ Kevin R. Collins   Kevin R. Collins, Director		April 29, 2011
/s/ Jerrie F. Eckelberger   Jerrie F. Eckelberger, Director		April 29, 2011
/s/ Jean-Michel Fonck   Jean-Michel Fonck, Director		April 29, 2011
/s/ Aleron H. Larson, Jr.   Aleron H. Larson, Jr., Director		April 29, 2011
Russell S. Lewis, Director		April 29, 2011
/s/ Anthony Mandekic   Anthony Mandekic, Director		April 29, 2011
/s/ James J. Murren   James J. Murren, Director		April 29, 2011
/s/ Jordan R. Smith   Jordan R. Smith, Director		April 29, 2011
/s/ Daniel J. Taylor   Daniel J. Taylor, Director		April 29, 2011
/s/ Carl E. Lakey   Carl E. Lakey, Director		April 29, 2011