Exhibit
10.1


 


RETENTION
AGREEMENT


 


This Agreement, entered into
the 19th day of March, 2009, is between Toreador
Resources Corporation (“Toreador”) and Charles Campise (“Employee”).


 


1.                                      Obligations
of Toreador.  Toreador
will offer Employee the Waiver, Release, and Separation from Employment Letter
Agreement, attached hereto as Exhibit A, upon the date of Employee’s
termination (currently scheduled for August 30, 2009); provided that the
Employee has not voluntarily terminated his or her employment or been terminated
for “Cause.”


 


2.                                      Obligations
of Employee.  Employee agrees
to work for Toreador until  Toreador
terminates Employee’s employment. 
Toreador will not be obligated to offer Employee the Waiver, Release,
and Separation from Employment Letter Agreement if Employee voluntarily resigns
his/her employment with Toreador prior to the date that Toreador terminates
Employee’s employment or if Employee is terminated for “Cause.”


 


3.                                      Definition
of Cause.  For purposes
of this Agreement, Employee’s termination will be for Cause if the Employee:


 


1)              Is convicted of
a felony (as defined in the Texas Penal Code);


2)              Pleads guilty
or no contest to a felony;


3)              Perpetrates
fraud on, embezzles from, or breaches a fiduciary duty owed to Toreador;


4)              Commits a
material violation of Toreador policy; or


5)              Engages in
misconduct that results in material harm to Toreador.


 


4.                                      Changes
to the Separation Benefits.   The Waiver, Release, and Separation from
Employment Letter Agreement represents what you will be offered assuming that
you do not voluntarily resign and are not terminated for Cause.  However, the Separation Benefits are subject
to upward adjustment dependant upon the following:


 


a.                                       Change in Stock
Price:  Toreador’s stock price as of February 19,
2009 was $2.47/share.  If Toreador’s
stock price is below $2.22/share as of the date of your termination, the common
stock grant of 129,000 shares will be revised so that you will receive an amount
of shares equal to $318,630 divided by the Toreador stock price as of the date
of your termination.


 


b.                                      Achievement of
Milestones:  Listed below
are four “Milestones” that, if achieved, would raise the total value of your
Separation Benefits by $81,112.  At the
Company’s sole option, this increase in value will be added to either your lump
sum cash payment, your common stock grant, or some combination of cash payment
and stock grants.  All of the
Milestone’s must be achieved before June 30, 2009.  If, through no fault of the Employee’s, it is
impossible to achieve any Milestone because the equipment and/or staff has not
been put into place at the Paris, France office, the Milestone will be deemed
achieved.


 

















 


Milestone
1:  The information technology
department at the new Toreador headquarters in Paris, France is fully
functioning.


 


Milestone
2:  All of the corporate accounting
and consolidation systems have been successfully transferred to Paris, France.


 


Milestone
3:  All Microsoft Excel, Word,
and Powerpoint documents have been successfully transferred to Paris, France.


 


Milestone
4:  The Paris, France accounting
staff is fully trained to perform the functions previously performed by the
accounting staff in Dallas, Texas.


 


 


	
  ACCEPTED AND AGREED BY EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
       /s/
  Charles Campise

  	
   

  	
  Date:

  	
     March 19,
  2009

  
	
   

  	
  Charles
  Campise

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FOR TOREADOR

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
       /s/
  Charles Campise

  	
   

  	
  Date:

  	
         March 19,
  2009

  
	
   

  	
  Craig M.
  McKenzie

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President
  and CEO

  	
   

  	
   

  	
   

  
						



 

















 


EXHIBIT A


 


TO:                            Charles
Campise


 


Re:                             Waiver,
Release and Separation from Employment Letter Agreement


 


This is an Agreement between
Toreador Resources Corporation (“Toreador” or the “Company”) and you.


 


SEPARATION BENEFITS


 


In connection with a
restructuring and relocation plan, the Dallas office will be closing and
substantially all of the employees terminated. 
Your position is scheduled for termination on August 30, 2009, and
you will involuntarily separated from service on that date.  The Company will, in consideration of your
signing and agreeing to waive and release claims as set out in this document,
provide you with the following Separation Benefits.  You would not otherwise be entitled to these
Separation Benefits under any employment contract, company policy or any law.


 


The Separation
Benefits consist of:


 


·                  A lump sum cash payment of $40,000;


 


·                  125,000 shares of Toreador Common
Stock;


 


·                  Immediate Vesting of 14,899 shares of
outstanding stock grants;


 


·                  COBRA Continuation for 18 months (as
explained below);


 


·                  The cash value of any accrued, unused
paid time off.


 


In order to be paid the
Separation Benefits, you must sign this Agreement and return it as instructed
below.


 


The lump sum cash payment and
accrued, unused paid time off will be paid, less legally required deductions
and withholdings, after the Company receives the executed Agreement.  The stock grants will be processed through
American Stock Transfer, and the certificates will be forwarded to you at your
home address.  In the event of your death
prior to receiving the Separation Benefits, your estate will receive the
Separation Benefits on your behalf.


 


COBRA Continuation - In
accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), if you are a current participant in the Company’s group
health plan and you timely elect COBRA continuation coverage for yourself and
your  dependents (provided they were
covered under the Company’s group health plan immediately prior to your
termination of employment), the Company will pay 100% of the premiums for such
coverage for a period of eighteen (18) months. 
Thereafter, if you are eligible and wish to continue your continuation
coverage, and the maximum applicable COBRA coverage period has 


 

















 


not expired, you may continue
your coverage, but you shall be solely responsible for payment of any required
COBRA premium.


 


GLOBAL RELEASE OF
CLAIMS


 


In consideration of the
Separation Benefits described above, I,                     (Print
your name), hereby agree to unconditionally release and discharge the Company,
its predecessors, successors and assigns, parents, subsidiaries, shareholders,
divisions, affiliates, agents, directors, officers, employees, representatives,
attorneys, the registered public accounting firm and all persons acting by,
through, under or in concert with any of them, from liability for any claims
that I may have against it and them as of the date of my signature on this
document.


 


I understand, agree, and
acknowledge that this waiver and release includes, without limitation, any
disputes or claims related to, or arising out of (a) my employment with
the Company, including the terms and conditions of my employment (such as
compensation, benefits, equity, and any other payment); (b) my separation
from employment with the Company; (c) any employment contracts between me
and the Company; and (d) all claims that I may have had or now have, that
have been or could be asserted by me, including, but not limited to, all known
or unknown claims against the Company under any collective bargaining
agreement; federal, state or local law, such as Title VII of the Civil Rights
Act of 1964, as amended (“Title VII”), the Employee Retirement Income Security
Act (“ERISA”), the Fair Labor Standards Act (“FLSA”), the Age Discrimination in
Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the
Family and Medical Leave Act (“FMLA”), the Worker Adjustment and Retraining
Notification Act (“WARN”); the Sarbanes Oxley Act (“SOX”); the Lilly Ledbetter
Fair Pay Act; the Texas Labor Code; or any claim for violation of common law,
breach of contract, retaliation or wrongful discharge, tort or other civil
wrong.


 


This document in no way affects
my ability to bring a charge of discrimination with or participate in an
investigation conducted by the Equal Employment Opportunity Commission.


 


ADDITIONAL INFORMATION


 


The Dallas office will be
permanently closed and all employees reporting, directly or indirectly, to
Chief Executive Officer Craig McKenzie will be terminated.  The terminations will take place according to
a schedule commencing on March 17, 2009 and ending on September 30,
2009.  All employees terminated as a
result of this closing are eligible for separation benefits provided that they
execute a release of claims.  A chart of
the job titles and ages of the affected employees is attached as Exhibit A.  This information is being provided pursuant
to the Older Worker Benefits Protection Act (“OWBPA”) so that you can make an
informed decision regarding the waiver of any claims arising under the ADEA.


 


TIME TO CONSIDER
RELEASE


 


I understand that I have forty-five
(45) calendar days to review and consider the provisions of this release.  I also understand that I do not have to wait
forty-five (45) days to accept the agreement, and, if I sign and return this
agreement before the forty-five (45) days have passed, the seven (7) day
revocation period described below will begin upon signing.


 

















 


TIME FOR REVOCATION


 


I understand that once I sign
and deliver this release, I have seven (7) calendar days to revoke this
agreement without penalty.  I understand
that I will receive no benefits under this Agreement if I revoke within the 7
day period.  Revocation is only effective
if, before the expiration of the seven (7) calendar days, I deliver a
notice of revocation to Craig M. McKenzie. 
I also understand that this agreement does not become effective or
enforceable until the seven (7) calendar days are over and I have not
exercised my right of revocation.  I
understand that until this revocation period closes, I will not receive any of
the Separation Benefits described above.


 


ATTORNEY
CONSULTATION


 


I understand that it is my
right to consult with an attorney before signing this agreement.  Toreador advises you to consult with an
attorney before signing this agreement.


 


KNOWINGLY AND
VOLUNTARILY


 


I agree that I fully understand
all the provisions of this Agreement.  I
am voluntarily entering into this Agreement with full knowledge of the terms
contained in the Agreement and the fact that I do not have to sign this
Agreement.


 


ENTIRE AGREEMENT


 


I agree that this document sets
forth the entire Agreement between the Company and me, and fully supersedes any
and all prior agreements, understandings or representations between the Company
and me pertaining to the subject matter of this Agreement.  I represent and acknowledge that in executing
this Agreement, I am not relying, and have not relied, upon any representation(s) by
the Company or its agents, except as expressly contained in this Agreement.


 

















 


INSTRUCTION TO READ
THIS DOCUMENT CAREFULLY


 


Please read
this document carefully prior to signing it. 
You are being asked, in exchange for the Separation Benefits, to release
potentially valuable legal rights.


 


I understand that the terms of
this Agreement are confidential and agree not to disclose any
information concerning the terms of this Agreement to anyone, except when
consulting legal counsel regarding this agreement; immediate family; and as
required by law or as necessary to file my federal, state or local tax returns.


 


We advise you to take the time
to consider whether you want to sign this document and to consult with any
attorney you choose.  Please indicate
your understanding, acceptance and approval of this Agreement by signing your
name, dating your signature where indicated below, and returning it to Craig M.
McKenzie 13760 Noel Road, Suite 1100, Dallas, Texas, 75240..  The enclosed duplicate original is for you to
keep.


 


	
   

  	
  ACCEPTED AND
  AGREED BY EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Please sign
  and print your name on the line above.

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOR TOREADOR

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Craig M.
  McKenzie

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: