exv10w5






EXHIBIT 10.5




EMPLOYEE RESTRICTED STOCK AWARD




TOREADOR RESOURCES CORPORATION

2005 LONG-TERM INCENTIVE PLAN



Pursuant to the Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”) for key
employees, key consultants, and outside directors of Toreador Resources Corporation, a Delaware
corporation (the “Company”) and its Subsidiaries,




NIGEL LOVETT

(the “Participant”)



has been granted a Restricted Stock Award in accordance with Section 6.4 of the Plan.




     1. Terms of Award. The number of shares of Common Stock awarded under this Award
Agreement (this “Agreement”) is 100,000 shares (the “Awarded Shares”). The Date of Grant of this
Award is May 15, 2008.



     2. Subject to Plan. This Agreement is subject to the terms and conditions of the
Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the
provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall
have the same meanings assigned to them in the Plan. This Agreement is subject to any rules
promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant
in writing.



     3. Vesting. Except as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Awarded Shares shall be vested as follows:




(a) One-third (1/3) of the total Awarded shares shall vest on the first anniversary of
the Date of Grant, provided the Participant is employed by (or, if the Participant is a
Consultant, is providing services to) the Company or a Subsidiary on that date.




(b) An additional one-third (1/3) of the total Awarded Shares shall vest on the
second anniversary of the Date of Grant, provided the Participant is employed by (or, if
the Participant is a Consultant, is providing services to) the Company or a Subsidiary on
that date.




(c) The remaining one-third (1/3) of the total Awarded Shares shall vest on the third

anniversary of the Date of Grant, provided the Participant is employed by (or, if the
Participant is a Consultant, is providing services to) the Company or a Subsidiary on that
date.


Notwithstanding the foregoing, during the Employment Term (as defined in the Employment Agreement
dated March 12, 2008 by and between the Company and the Participant, as may be amended (the
“Employment Agreement”)), in the event of the occurrence of a Change in Control and, following such
Change in Control: (i) the Participant’s Termination of Service by the Company without Cause; (ii)
the Participant is demoted from the positions of Chief Executive Officer and President; or (iii)
the Participant’s authorities, powers, functions, responsibilities or duties attached to the
Participant’s position with the Company which the Participant held on
March 12, 2008 are materially reduced, the total restricted stock not



 









 






previously rested shall
thereupon immediately become vested in full, without regard to the vesting limitations set forth
above.




     4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with
Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon
forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall
cease and terminate, without any further obligations on the part of the Company.



     5. Restrictions on Awarded Shares. Awarded Shares that are not vested in accordance
with Section 3 and which are subject to forfeiture in accordance with Section 4
shall be subject to the terms, conditions, provisions, and limitations of this Section 5.




     (a) Subject to the provisions of the Plan and the other terms of this
Agreement, from the Date of Grant until the date the Awarded Shares are vested in
accordance with Section 3 and no longer subject to forfeiture in accordance
with Section 4 (the “Restriction Period”), the Participant shall not be
permitted to sell, transfer, pledge or assign shares any of the Awarded Shares.




     (b) Except as provided in paragraph (a) above, the Participant shall have, with
respect to his or her Awarded Shares, all of the rights of a stockholder of the
Company, including the right to vote the shares, and the right to receive any
dividends thereon.



     6. Legend. The following legend shall be placed on all certificates representing
Awarded Shares:




On the face of the certificate:




“Transfer of this stock is restricted in accordance with
conditions printed on the reverse of this certificate.”




On the reverse:




“The shares of stock evidenced by this certificate are
subject to and transferable only in accordance with that
certain Toreador Resources Corporation 2005 Long-Term
Incentive Plan, a copy of which is on file at the principal
office of the Company in Dallas, Texas. No transfer or
pledge of the shares evidenced hereby may be made except in
accordance with and subject to the provisions of said Plan.
By acceptance of this certificate, any holder, transferee or
pledgee hereof agrees to be bound by all of the provisions
of said Plan.”




     The following legend shall be inserted on a certificate evidencing Common Stock issued
under the Plan if the shares were not issued in a transaction registered under the
applicable federal and state securities laws:




“Shares of stock represented by this certificate have been
acquired by the holder for investment and not for resale,
transfer or distribution, have been issued pursuant to
exemptions from the registration requirements of applicable
state and federal securities



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laws, and may not be offered
for sale, sold or transferred other than pursuant to
effective registration under such laws, or in transactions
otherwise in compliance with such laws, and upon evidence
satisfactory to the Company of compliance with such laws, as
to which the Company may rely upon an opinion of counsel
satisfactory to the Company.”



     All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement
and shall be represented by a certificate or certificates bearing the foregoing legend.



     7. Delivery of Certificates. Certificates for Awarded Shares free of restriction
under this Agreement shall be delivered to the Participant promptly after, and only after, the
Restriction Period shall expire without forfeiture in respect of such shares of Common Stock.
Certificates for shares of Common Stock forfeited pursuant to Section 4 shall be promptly
returned to the Company by the Participant. In connection with the issuance of a certificate for
Restricted Stock, the Participant shall endorse such certificate in blank or execute a stock power
in a form satisfactory to the Company in blank and deliver such certificate and executed stock
power to the Company. The parties acknowledge that remedies at law will be inadequate remedies for
breach of this Section 7 and consequently agree that this Section 7 shall be
enforceable by specific performance. The remedy of specific performance shall be cumulative of all
of the rights and remedies at law or in equity of the parties under this Section 7.



     8. Voting. The Participant, as record holder of the Awarded Shares, has the exclusive
right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded
Shares are transferred in accordance with this Agreement; provided, however, that
this Section 8 shall not create any voting right where the holders of such Awarded Shares
otherwise have no such right.



     9. Representations, Etc. Each spouse individually is bound by, and such spouse’s
interest, if any, in any Awarded Shares is subject to, the terms of this Agreement. Nothing in
this Agreement shall create a community property interest where none otherwise exists.



     10. Dispute Resolution.




     (a) Arbitration. Except as otherwise provided in Section 7, all
disputes and controversies of every kind and nature between any parties hereto arising out
of or in connection with this Agreement or the transactions described herein as to the
construction, validity, interpretation or meaning, performance, non-performance,
enforcement, operation or breach, shall be submitted to arbitration pursuant to the
following procedures:




     (i) After a dispute or controversy arises, any party may, in a written notice
delivered to the other parties to the dispute, demand such arbitration. Such notice
shall designate the name of the arbitrator (who shall be an impartial person)
appointed by such party demanding arbitration, together with a statement of the
matter in controversy.




     (ii) Within 30 days after receipt of such demand, the other parties shall, in a
written notice delivered to the first party, name such parties’ arbitrator (who
shall be an impartial person). If such parties fail to name an arbitrator, then the
second arbitrator shall be named by the American Arbitration Association (the
“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be
an impartial person) within 30 days after appointment of the second arbitrator, or
in lieu of such agreement on a third arbitrator by the



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two arbitrators so appointed,
the third arbitrator shall be appointed by the AAA. If any arbitrator appointed
hereunder shall die, resign, refuse or become unable to act before an
arbitration decision is rendered, then the vacancy shall be filled by the method set
forth in this Section 10 for the original appointment of such arbitrator.




     (iii) Each party shall bear its own arbitration costs and expenses. The
arbitration hearing shall be held in Dallas, Texas at a location designated by a
majority of the arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by reference at such hearing and the
substantive laws of the State of Texas (excluding conflict of laws provisions) shall
apply.




     (iv) The arbitration hearing shall be concluded within 10 business days from
the beginning of the arbitration hearing unless otherwise ordered by the arbitrators
and the written award thereon shall be made within 15 days after the close of
submission of evidence. An award rendered by a majority of the arbitrators
appointed pursuant to this Agreement shall be final and binding on all parties to
the proceeding, shall resolve the question of costs of the arbitrators and all
related matters, and judgment on such award may be entered and enforced by either
party in any court of competent jurisdiction.




     (v) Except as set forth in Section 10(b), the parties stipulate that
the provisions of this Section 10 shall be a complete defense to any suit,
action or proceeding instituted in any federal, state or local court or before any
administrative tribunal with respect to any controversy or dispute arising out of
this Agreement or the transactions described herein. The arbitration provisions
hereof shall, with respect to such controversy or dispute, survive the termination
or expiration of this Agreement.




No party to an arbitration may disclose the existence or results of any arbitration
hereunder without the prior written consent of the other parties; nor will any party to an
arbitration disclose to any third party any confidential information disclosed by any other
party to an arbitration in the course of an arbitration hereunder without the prior written
consent of such other party.




     (b) Emergency Relief. Notwithstanding anything in this Section 10 to
the contrary, any party may seek from a court any provisional remedy that may be necessary
to protect any rights or property of such party pending the establishment of the arbitral
tribunal or its determination of the merits of the controversy or to enforce a party’s
rights under Section 10.



     11. Participant’s Representations. Notwithstanding any of the provisions hereof, the
Participant hereby agrees that he will not acquire any Awarded Shares, and that the Company will
not be obligated to issue any Awarded Shares to the Participant hereunder, if the issuance of such
shares shall constitute a violation by the Participant or the Company of any provision of any law
or regulation of any governmental authority. Any determination in this connection by the Company
shall be final, binding, and conclusive. The obligations of the Company and the rights of the
Participant are subject to all applicable laws, rules, and regulations.



     12. Participant’s Acknowledgments. The Participant acknowledges receipt of a copy of
the Plan, which is annexed hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof.
The Participant hereby agrees to accept as binding, conclusive, and final all decisions or
interpretations of the Board or the Committee upon any questions arising under the Plan or this
Agreement.



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     13. Law Governing. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of
Texas law that might refer the governance, construction, or interpretation of this agreement to the
laws of another state).



     14. Legal Construction. In the event that any one or more of the terms, provisions,
or agreements that are contained in this Agreement shall be held by either a court of competent
jurisdiction, with respect to claims under Section 7, or by an arbitrator, with respect to
all other claims under the Agreement, to be invalid, illegal, or unenforceable in any respect for
any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect
any other term, provision, or agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein.



     15. Covenants and Agreements as Independent Agreements. Each of the covenants and
agreements that is set forth in this Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The existence of any claim or cause of
action of the Participant against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the covenants and agreements
that are set forth in this Agreement.



     16. Entire Agreement. This Agreement together with the Plan and the Employment
Agreement supersede any and all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter hereof and constitute the sole and
only agreements between the parties with respect to the said subject matter. All prior
negotiations and agreements between the parties with respect to the subject matter hereof are
merged into this Agreement and the Employment Agreement. Each party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, orally or otherwise, have been made
by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement,
the Plan or the Employment Agreement and that any agreement, statement or promise that is not
contained in this Agreement, the Plan or the Employment Agreement shall not be valid or binding or
of any force or effect.



     17. Parties Bound. The terms, provisions, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and permitted successors and
assigns, subject to the limitation on assignment expressly set forth herein. No person or entity
shall be permitted to acquire any Awarded Shares without first executing and delivering an
agreement in the form satisfactory to the Company making such person or entity subject to the
restrictions on transfer contained in Section 5 hereof.



     18. Modification. No change or modification of this Agreement shall be valid or
binding upon the parties unless the change or modification is in writing and signed by the parties;
provided, however, that the Company may change or modify this Agreement without the Participant’s
consent or signature if the Company determines, in its sole discretion, that such change or
modification is necessary for purposes of compliance with or exemption from the requirements of
Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding
the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.



     19. Headings. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered in construing
the terms and provisions of this Agreement.



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     20. Gender and Number. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise.



     21. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the Participant, as the
case may be, at the addresses set forth below, or at such other addresses as they have theretofore
specified by written notice delivered in accordance herewith:




	 	(a)	 	Notice to the Company shall be addressed and delivered as follows:
	 
	 	 	 	Toreador Resources Corporation

13760 Noel Road, Suite 1100

Dallas, Texas 75240

Attn: Chief Executive Officer

Facsimile:  (214) 559-3945

	 
	 	(b)	 	Notice to the Participant shall be addressed and delivered as set forth on the
signature page.





     22. Tax Requirements. The Participant is hereby advised to consult immediately with
his or her own tax advisor regarding the tax consequences of this Agreement, the method and timing
for filing an election to include this Agreement in income under Section 83(b) of the Code, and the
tax consequences of such election. By execution of this Agreement, the Participant agrees that if
the Participant makes such an election, the Participant shall provide the Company with written
notice of such election in accordance with the regulations promulgated under Code Section 83(b).
The Company or, if applicable, any Subsidiary (for purposes of this Section 22, the term
“Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct
from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local,
or other taxes required by law to be withheld in connection with this Award. The Company may, in
its sole discretion, also require the Participant receiving shares of Common Stock issued under the
Plan to pay the Company the amount of any taxes that the Company is required to withhold in
connection with the Participant’s income arising with respect to this Award. Such payments shall
be required to be made when requested by Company and may be required to be made prior to the
delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by
the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of
fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii)
if the Company, in its sole discretion, so consents in writing, the actual delivery by the
exercising Participant to the Company of shares of Common Stock that the Participant has not
acquired from the Company within six (6) months prior to the date of exercise, which shares so
delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of
fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in
its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be
delivered upon the exercise of this Award, which shares so withheld have an aggregate fair market
value that equals (but does not exceed) the required tax withholding payment; or (iv) any
combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such
taxes from any other cash remuneration otherwise paid by the Company to the Participant.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Participant, to evidence his consent and approval of all the terms
hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.



	 	 	 	 	 
	 	COMPANY:



TOREADOR RESOURCES CORPORATION


 	 
	 	By:  	/s/ Charles Campise
 	 
	 	 	Name:  	Charles Campise 	 
	 	 	Title     Senior Vice President, Finance 	 
	 
	 	PARTICIPANT:

 	 
	 	/s/ Nigel Lovett
 	 
	 	Signature 	 
	 	Name:   Nigel Lovett

Address: 13760 Noel Road, Suite 1100 
          
    Dallas, TX 75240 	 




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