Exhibit 10.3


 


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,


 


Name


(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                     
shares (the “Awarded
Shares”).  The Date of
Grant of this Award is                         ,
20    .


 


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:


 


[Vesting
information to be provided in individual agreement].


 


Notwithstanding the foregoing, in the event that while the Participant
is employed by (or, if the Participant is a consultant, is providing services
to) the Company or a Subsidiary, (i) a Change in Control occurs, then
immediately prior to the effective date of such Change in Control, the total
Awarded Shares not previously vested shall thereupon immediately become vested
or (ii) the Participant dies, the total Awarded Shares not previously
vested shall immediately become vested upon the Participant’s death.


 


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 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 


 


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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 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.


 


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(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.


 


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.


 


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16.           Entire Agreement.  This Agreement together with the Plan
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.  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
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan 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.


 


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.


 


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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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
							



 


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