Exhibit 10.3


 


Execution Version


 


SEPARATION AND MUTUAL RELEASE AGREEMENT


 


This
Separation and Mutual Release Agreement (the “Agreement”) is made by and
between Nigel Lovett (the “Individual”) and Toreador Resources
Corporation (the “Company”).


 


RECITALS


 


WHEREAS,
the Individual has been employed as the Company’s President and Chief Executive
Officer;


 


WHEREAS,
the Individual has agreed to resign his employment and all positions with the
Company and its subsidiaries and affiliates;


 


WHEREAS,
the Individual and the Company entered a 2008 Employment Agreement effective March 12,
2008 (the “Employment Agreement”);


 


WHEREAS,
Section 12(a) of the Employment Agreement permits the Individual and
the Company to amend the Employment Agreement by written agreement;


 


WHEREAS,
the Individual and the Company desire to amend certain terms of the Employment
Agreement as set forth below; and


 


WHEREAS,
the Company and the Individual desire to enter this Agreement to reflect their
mutual undertakings, promises, and agreements arising from the Individual’s
resignation.


 


NOW
THEREFORE, in exchange for the valuable consideration paid or given under this
Agreement, the receipt, adequacy, and sufficiency of which is hereby
acknowledged, the parties knowingly and voluntarily agree to the following
terms:


 


TERMS


 


1.             Capitalized Terms.  All capitalized terms used, but not defined
in this Agreement, shall have the same meaning as prescribed in the Employment
Agreement.


 


2.             Amendment to Section 2(e) of
the Employment Agreement.  Section 2(e) of
the Employment Agreement is hereby deleted and replaced in its entirety by the
following:


 


(e)           Equity Awards. During his employment during the term of this
Agreement, Executive shall receive, subject to approval of the Company’s
Compensation Committee and the terms and conditions of the Incentive Plan and
any applicable award agreement, the following equity incentive awards:


 


(i)            A grant of (A) twenty thousand (20,000) shares of
Common Stock (as such term is defined in the Incentive Plan) on January 25,
2009, provided Executive is employed by the Company on such date; (B) thirty
thousand (30,000) shares of Common Stock on January 25, 2010, provided
Executive is employed by the Company on such date; and (C) forty thousand
(40,000) shares of Common Stock on January 25, 2011, provided Executive is
employed by the Company on such date. 
Should Executive be terminated for Cause or because of his death or
Disability, the balance of the shares not awarded as of such termination of employment
shall not be awarded. Notwithstanding anything to the contrary contained 


 

















 


herein, any shares to be
awarded pursuant to this Section 2(e)(i) shall be immediately
awarded to Executive in the event (A) Executive’s employment with the Company
is terminated by the Company for any reason other than Cause; or (B) Executive
resigns for Good Reason or submits his Voluntary Resignation.


 


3.             Amendment to Section 3(c) of
the Employment Agreement.  Section 3(c) of
the Employment Agreement is hereby deleted and replaced in its entirety by the
following:


 


(c)           Resignation from Positions. Immediately upon Executive’s
termination of employment with the Company for any reason, Executive will
resign as an officer and employee of the Company and as a member of the Board
of the Company and of the board of directors of each subsidiary of the Company
and from all other positions with the Company and its Subsidiaries. The Company’s
obligations to Executive under this Section 3 are conditioned on
Executive furnishing such resignations and on Executive executing the release
in the form attached hereto as Exhibit A or such other form that is
mutually agreeable to the parties.


 


4.             Amendment to Sections 3(d)(i) and
(ii) of the Employment Agreement.  Sections 3(d)(i) and the portion of the
first sentence of the first paragraph preceding the colon of Section 3(d)(ii) of
the Employment Agreement are hereby deleted and replaced in their entirety by
the following:


 


(d)           Termination of Employment. Either party may terminate Executive’s
employment with the Company at any time, without notice and for any reason;
provided, however:


 


(i)            Termination for Cause or Due to Disability. If during the Employment Term, the
Company terminates Executive’s employment with the Company for Cause or
Executive terminates his employment due to Disability, the Company shall have
no further obligation to Executive under this Agreement except to pay his
Annual Base Salary and earned but unused vacation through his date of
termination, on or before the next regularly scheduled pay-date after
termination and to perform such other obligations as imposed by law.


 


(ii)           Termination without Cause or for Good Reason or
Voluntary Resignation. If during the Employment Term, the Company terminates Executive’s
employment without Cause or Executive terminates his employment with the
Company for Good Reason or due to Voluntary Resignation, then the Company,
provided that (i) such termination of employment constitutes a “separation
from service” as determined in accordance with Treasury Regulation Section 1.409A-1(h) and
(ii) Executive executes and timely provides a release and covenant not to sue
in a form reasonably satisfactory to the parties (in the form attached hereto
as Exhibit A or such other form that is mutually agreeable to the
parties), shall pay to Executive the following:


 


5.             Amendment to Section 3(d)(ii)(D) of
the Employment Agreement.  Section 3(d)(ii)(D) of
the Employment Agreement is hereby deleted.


 


6.             Amendment to Section 4
of the Employment Agreement.  Section 4 of the Employment Agreement is
hereby amended by the addition of the following as subsection (d):


 


(d)           The parties hereto agree that all payments and
benefits provided to Executive pursuant to this Agreement, and his equity
awards issued under the Incentive Plan, are intended to be exempt from or
comply with the provisions of Section 409A of the Code and not be subject
to the tax imposed by Section 409A of the Code, and that the provisions of
this Agreement and any award agreements shall be interpreted in a manner
consistent with that intent.  The Company
further agrees to report and to withhold for tax and other purposes with
respect to such payments and benefits in a manner consistent with such
intent.  For purposes of this Agreement,
a termination of employment is intended to constitute a “separation from 


 

















 


service” as determined in
accordance with Treasury Regulation Section 1.409A-1(h) and the
provisions of this Agreement shall be interpreted in a manner consistent with
such intent.


 


7.             Amendment to Section 3(a) of
the Restricted Stock Award.  Section 3(a) of the Employee
Restricted Stock Award (the “Restricted Stock Award”) to the Individual by the
Company relating to 20,400 shares of restricted stock dated January 24,
2008 is hereby deleted and replaced in its entirety by the following:


 


One-third (1/3) of the
total Awarded shares shall vest if the Participant’s employment is terminated
by the Company for any reason other than Cause or upon Voluntary Resignation of
the Participant, as defined in Participant’s Employment Agreement.


 


8.             Resignation Date and Effect
of Resignation.  The
Individual agrees to resign his positions as President and Chief Executive
Officer and a member of the Board simultaneously with the execution of (a) this
Agreement; (b) the Stockholder Release Agreements being contemporaneously
entered with certain of the Company’s stockholders (the “Stockholder Release
Agreements”); and (c) the Indemnity Agreement attached as Exhibit B
to this Agreement (the “Resignation Date”).  Effective as of the Resignation Date, the
Individual also shall resign from all corporate, board, and other offices and
positions he held with the Company and all of its subsidiaries and
affiliates.  The Individual’s resignation
pursuant to this Agreement shall constitute a Voluntary Resignation for
purposes of the Employment Agreement.


 


9.             Final Pay and Benefits.  The Individual shall receive the following
payments and benefits in accordance with the Company’s existing policies, or at
the Company’s discretion, pursuant to his employment with the Company and his
participation in the Company’s benefit plans:


 


(a)           Payment of his regular base salary through the
Resignation Date.  This amount is a gross
amount, subject to applicable deductions and withholdings, and shall be paid to
the Individual on or before the Company’s first regularly scheduled payday
after the Resignation Date.


 


(b)           Payment or other entitlement, in accordance with the
terms of the applicable plan or other benefit, of any benefits to which he had
a vested entitlement as of the Resignation Date under the terms of employee
benefit plans established by the Company.


 


(c)           Based on the Individual’s participation in the
Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Long-Term
Incentive Plan”), the Individual received options to purchase Company stock
awarded pursuant to his Nonqualified Stock Option Agreement dated May 15,
2008 and his Incentive Stock Option Agreement dated May 15, 2008, which
are both reflected on the summary attached as Exhibit A to this Agreement
(the “Option Award Agreements”). 
By signing this Agreement, the Company represents and warrants that the
Individual has no options to purchase Company stock other than as 


 

















 


described
on Exhibit A.  All options to
purchase Company stock awarded to the Individual have not vested prior to the
Resignation Date and are terminated.


 


10.           Separation Consideration.  Contingent upon the Individual’s acceptance
and non-revocation of this Agreement and in consideration of the Individual’s
promises and undertakings in this Agreement, the Company shall provide to him,
in addition to the salary and benefits he will receive pursuant to Paragraph 9,
the following separation consideration (to the extent the Individual is not
already entitled to receive such consideration pursuant to Paragraph 9)
consistent with the provisions of the Employment Agreement, as amended by this
Agreement, and the Restricted Stock Award, as amended by this Agreement (the “Separation
Consideration”):


 


(a)           Separation Payments and Benefits.  The Company shall provide the Individual with
the separation payments and benefits described under Section 3(d)(ii) of
the Employment Agreement, as amended, in accordance with Sections 3(d)(ii) and
4 of the Employment Agreement, as amended. 
For purposes of calculating the payout under Section 3(d)(ii)(B) of
the Employment Agreement, as amended, the Individual’s Annual Base Salary is
$360,000.


 


(b)           Vesting of Restricted Stock and other Common Stock.  Based on the Individual’s participation in
the Long-Term Incentive Plan, the Individual received awards of the Company’s
restricted stock pursuant to Employee Restricted Stock Awards dated January 24,
2008 and amended May 15, 2008, which are reflected on the summary attached
as Exhibit A to this Agreement (the “Restricted Stock Awards”).  By signing this Agreement, the Company
represents and warrants that the Individual has no awards of restricted stock
from the Company other than as described on Exhibit A.  Except as explicitly set forth in this
Paragraph 10(b), any Restricted Stock Awards which have not vested prior to the
Resignation Date are terminated.  In
consideration of the mutual promises and undertakings in this Agreement, the
Company and the Individual hereby agree that all the 90,000 shares of Company common
stock to be awarded in the future to the Individual under Section 2(e)(i) of
the Employment Agreement, as amended, shall be issued as of the Resignation
Date and one-third (1/3) of the 20,400 shares awarded on January 24, 2008
(and no other restricted shares) shall be fully vested as of the Resignation
Date.


 


11.           Mutual Releases.


 


(a)           By the Individual.  In consideration of the Company’s promises
and undertakings in this Agreement, the Individual and his family members,
heirs, successors, and assigns (collectively, the “Individual Releasing
Parties”) hereby release, acquit, and forever waive and discharge any and
all claims and demands of whatever kind or character, whether known, unknown,
vicarious, derivative, or direct, that he or they, individually, collectively,
or otherwise, may have or assert against (i) the Company; (ii) any
parent, subsidiary, or affiliate of the Company; (iii) any past or present
officer, director, or employee of the entities just named in (i)-(ii), 


 

















 


in
their individual and official capacities; and (iv) any predecessors,
successors, parent companies, subsidiaries, owners, stockholders, members,
managers, operating units, affiliates, divisions, agents, representatives,
officers, directors, partners, members, employees, fiduciaries, insurers,
attorneys, successors, and assigns of the entities just named in (i)-(iii) (collectively
the “Company Released Parties”). 
This release includes without limitation any claim or demand arising out
of or relating in any way to (i) the Individual’s employment or his
separation from employment with the Company; (ii) any federal, state, or
local statutory or common law or constitutional provision that applies or is
asserted to apply, directly or indirectly, to the formation, continuation, or termination
of the Individual’s employment relationship with the Company, including but not
limited to the Texas Labor Code, Title VII of the Civil Rights Act of 1964 as
amended, the United States and/or Texas Constitutions, the Americans With
Disabilities Act, the Age Discrimination in Employment Act, and the Older
Worker Benefit Protection Act; (iii) any contract or agreement between,
concerning, or relating to the parties; and (iv) any other alleged act,
breach, conduct, negligence, gross negligence, omission, fraud, or alleged
illegal activity or violation of law of the Company or any of the other Company
Released Parties.  This release does not
waive any rights or claims between the parties arising after this Agreement is
signed, relating to the breach or enforcement of this Agreement, that certain
Settlement Agreement by and among the Company, Nanes Balkany Partners I LP, the
Individual, John M. McLaughlin, Julien Balkany, Craig M. McKenzie and Peter
Hill effective the date hereof (the “Settlement Agreement”) or arising out of
any Company sponsored employee benefit plans.


 


(b)           By the Company.    In consideration of the Individual’s
promises and undertakings in this Agreement, the Company, on behalf of itself
and its employees, subsidiaries, affiliates, successors, and assigns
(collectively, the “Company Releasing Parties”), hereby releases,
acquits, and forever waives and discharges any and all claims and demands of
whatever kind or character, whether known, unknown, vicarious, derivative,
direct, or indirect that it or they, individually, collectively, or otherwise,
may have or assert against the Individual in his individual, official, and all
other capacities and the Individual’s family members, heirs, successors, and
assigns (collectively the “Individual Released Parties”).  This release includes without limitation any
claim or demand arising out of or relating in any way to (i) the
Individual’s service as a director, officer, employee, fiduciary, agent, or any
other capacity for the Company or its subsidiaries or affiliates; (ii) any
contract or agreement between, concerning, or relating to the Individual and
the Company or in any of its subsidiaries or affiliates; and (iii) any
other alleged act, breach, conduct, negligence, gross negligence, omission, fraud,
or alleged illegal activity or violation of law of the Individual or any of the
other Individual Released Parties.  This
release does not waive any rights or claims between the parties arising after
this Agreement is signed or relating to the breach or enforcement of this
Agreement or the Settlement Agreement.


 

















 


12.           Continuing Certificate of
Incorporation and Bylaw Indemnification.  To the fullest extent permitted by applicable
law, the Individual shall be entitled to indemnification following the Resignation
Date on the same terms as indemnification is provided by the Company to other
employees, officers, and directors through the Company’s certificate of
incorporation and/or bylaws.  In
accordance with Section 2(a) of the Employment Agreement, such
indemnification shall remain effective after the Resignation Date with respect
to the Individual’s actions and inactions before the Resignation Date.


 


13.           Directors’ and Officers’ Indemnification and
Insurance.


 


(a)           Continuing
Obligations.  The
provisions of the certificate of incorporation and bylaws of the Company with
respect to exculpation, indemnification, and advancement of expenses as of the
Resignation Date shall not be amended, repealed, or otherwise modified for a
period of six years from Resignation Date in any manner that would materially
adversely affect the Individual’s rights thereunder with respect to his service
as a director, officer, employee, fiduciary, or agent of the Company or any of
its affiliates or subsidiaries in respect of actions or omissions occurring on
or before the Resignation Date (including, without limitation, the matters
contemplated by this Agreement), unless such modification is required by law.


 


(b)           Separate Indemnity Agreement.  The Company shall on the Resignation Date
enter into an Indemnity Agreement with the Individual in the form attached as Exhibit B.


 


(c)           Maintenance of Current Directors’ and Officers’
Liability Insurance.  As long as
it is a public company, the Company shall, for six years after the Resignation
Date, use commercially reasonable best efforts to maintain in effect the
current directors’ and officers’ liability insurance policies maintained by the
Company (provided that the Company may substitute therefor policies of at least
the same coverage and amounts containing terms and conditions which are no less
advantageous to the Individual so long as substitution does not result in gaps
or lapses in coverage) with respect to matters occurring on or before the
Resignation Date; provided, however, that in no event shall the Company
be required to expend pursuant to this Paragraph 13(c) more than an amount
per year equal to 300% of annual premiums paid on the Resignation Date by the
Company for such insurance and, in the event the cost of such coverage shall
exceed that amount, the Company shall purchase as much coverage as possible for
such amount.  In addition, the Company
represents that, as of the Resignation Date, the Individual is insured by the
current directors’ and officers’ liability insurance policies maintained by the
Company and agrees that as long as it is a public company it shall use
commercially reasonable best efforts to cause the Individual to continue to be
insured under such policies for six years after the Resignation Date.


 


(d)           Required Assumption of Obligations.  In the event the Company or any of its
respective successors or assigns (i) consolidates with or merges into any other



 

















 


person
and shall not be the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any person, then, and in each such case where such
assumption does not occur by operation of law, proper provision shall be made
so that the successors and assigns of the Company, as the case may be, shall
assume the obligations in this Paragraph 13 and under the Indemnity Agreement
referred to in Paragraph 13(b).


 


(e)           Other Indemnification Rights.  The rights of the Individual under this
Paragraph 13 shall supplement, rather than supplant, any other rights the
Individual may have under the certificate of incorporation, charter, or bylaws
of the Company, under Delaware law or otherwise.


 


14.           Consultation.  In consideration of the Company’s promises
and undertakings in this Agreement, the Individual shall, without additional
compensation, upon request of the Company’s Board or its designee, be available
from the Resignation Date through two years following the Resignation Date, for
consultation at reasonable times and without unreasonable interference with his
personal or business activities, in person or by telephone, as necessary, on
such matters relating to the Company within his personal knowledge; provided,
however, that in no event shall the provision of consultation services be required
at a level that would prevent the Individual from experiencing a “separation
from service,” as determined in accordance with Treasury Regulation Section 1.409A-1(h),
on his Resignation Date.  The Company
shall promptly reimburse the Individual for all reasonable costs incurred in
providing consultation in accordance with this paragraph.  The Individual shall provide the Company with
appropriate documentation of such costs. 
Any such costs shall be reimbursed as soon as administratively
practicable after receiving documentation of same, but in any event no later
than the last day of the calendar year following the calendar year in which the
cost is incurred.  Further, the amount of
costs eligible for reimbursement during a calendar year shall not affect the
costs eligible for reimbursement in any other calendar year.


 


15.           Nonadmission of Liability or
Wrongdoing.  This
Agreement shall not in any manner constitute an admission of liability or
wrongdoing on the part of Individual or any of the other Individual Released
Parties.  The Individual and the other
Individual Released Parties expressly deny any such liability or
wrongdoing.  Except as necessary to
enforce this Agreement, neither this Agreement nor any part of it may be
construed, used, or admitted into evidence in any judicial, administrative, or
arbitral proceedings as an admission of any kind by Individual or any of the
other Individual Released Parties.


 


16.           Authority to Execute.  The Company represents and warrants that it
has the authority to execute this Agreement on behalf of all the Company
Releasing Parties.  The Individual
represents and warrants that he has the authority to execute this Agreement on
behalf of all the Individual Releasing Parties.


 


17.           Governing Law; Severability;
Interpretation.  Except as
otherwise expressly provided above, this Agreement and the rights and duties of
the parties under it shall be governed 


 

















 


by the laws of the State of Texas, without regard to any conflicts of
laws principles.  If any provision of
this Agreement is held to be unenforceable, such provision shall be considered
separate, distinct, and severable from the other remaining provisions of this
Agreement, and shall not affect the validity or enforceability of such other
remaining provisions; and in all other respects, this Agreement shall remain in
full force and effect.  If any provision
of this Agreement is held to be unenforceable as written but may be made to be
enforceable by limitation, then such provision shall be enforceable to the
maximum extent permitted by applicable law. 
The language of all parts of this Agreement shall in all cases be
construed as a whole, according to its fair meaning, and not strictly for or
against any of the parties.


 


18.           Assignment and Assumption.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, legal
representatives, successors, and permitted assigns.  If such assumption does not occur by
operation of law, the Company shall require any successor to or assign (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) of all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to the Individual, to expressly and
unconditionally assume and agree to perform this Agreement.


 


19.           Entire Agreement.  This Agreement, the Indemnity Agreement, and
the Employment Agreement (as amended above) contain and represent the entire
agreement of the parties with respect to the Individual’s resignation and
payments and benefits upon or by reason of his resignation, and supersede all
prior agreements and understandings, written and oral, between the parties with
respect to the Individual’s resignation and payments or benefits upon or by
reason of his resignation.


 


20.           Modification.  No provision of this Agreement may be
amended, modified, or waived unless such amendment, modification, or waiver is
agreed to in writing and signed by the Individual and by a duly authorized
officer of the Company.


 


21.           Paragraph Headings.  The paragraph headings in this Agreement are
for convenience of reference only, form no part of this Agreement, and shall
not affect its interpretation.


 


22.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.


 


23.           Time for Consideration;
Expiration of Offer.  The Company’s
offer of this Agreement shall expire at 5:00 p.m. on the 21st day after
the Individual received this Agreement for consideration. The Individual may
accept this offer at any time before expiration by signing this Agreement below
and returning it to the Company’s legal counsel.


 


24.           Consultation With an
Attorney.  The Individual
has been represented by counsel during his resignation and the negotiation and
execution of this Agreement.  The
Individual acknowledges that the Company has advised him to consult with his
attorney before signing this Agreement. 
To assist the Individual in this endeavor, the Company shall 


 

















 


promptly reimburse him for reasonable, documented attorney’s fees he
incurs in consulting his attorney concerning his resignation and this
Agreement; provided, that, such attorney’s fees are incurred no later than the
last day of the second taxable year following the taxable year in which the
Resignation Date occurs, and provided further, that, such reimbursements are
made no later than the third taxable year following the taxable year in which
the Resignation Date occurs.


 


25.           Effective Date; Revocation
Right; Effect of Revocation.  This Agreement shall become effective and
enforceable upon the expiration of seven days after the Individual signs and
returns it to the Company’s legal counsel (the “Effective Date”).  At any time before the Effective Date, the
Individual may revoke his acceptance by notifying the Company’s legal counsel
of his revocation in writing.


 


26.           Representations.  Each party acknowledges that neither the
other party nor any of the other party’s representatives has made any promise
or representation concerning this Agreement that is not expressed in this
Agreement, and that in signing this Agreement, each party is not relying on any
statement or representation by the other party or their representatives that is
not expressed in this Agreement, but is instead relying solely on his or its
own judgment and consultation with his or its attorney.


 


 


[remainder of page intentionally left blank; signatures on
following page]


 

















 


AGREED
on the dates shown below:


 


	
  NIGEL
  LOVETT 

  	
   

  	
  TOREADOR
  RESOURCES CORPORATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Nigel Lovett

  	
   

  	
    /s/
  Charles J. Campise 

  
	
  Nigel Lovett  

  	
   

  	
  Name:
  Charles J. Campise 

  
	
   

  	
   

  	
  Title:
  Sr. VP & CFO 

  
	
   

  	
   

  	
   

  
	
                   1/22/09
  

  	
   

  	
                   1/22/09
  

  
	
  Date
  Signed

  	
   

  	
  Date
  Signed

  



 
















 


EXHIBIT A


 


SUMMARY OF STOCK OPTIONS AND STOCK AWARDS


 


	
  Name

  	
   

  	
  Total

  Options

  Granted

  	
   

  	
  Exercise

  Price

  	
   

  	
  Prior

  Exercises

  	
   

  	
  1/21/09

  Options

  Remaining

  That Have

  Not Vested

  	
   

  	
  Grant

  Date

  	
   

  
	
  Nigel Lovett

  	
   

  	
  100,000

  	
   

  	
  $

  	
  7.88

  	
   

  	
  None

  	
   

  	
  100,000

  	
   

  	
  May 15,
  2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
													



 


	
  Name

  	
   

  	
  Total Res.

  Stock

  	
   

  	
  Previously

  Vested

  	
   

  	
  Vested Date

  	
   

  	
  1/21/09

  Unvested

  Res. Stock

  	
   

  	
  Grant Date

  	
   

  
	
  Nigel Lovett

  	
   

  	
  750

  	
   

  	
  750

  	
   

  	
  Jan. 31,
  2007

  	
   

  	
  0

  	
   

  	
  November 8,
  2006

  	
   

  
	
  Nigel Lovett

  	
   

  	
  100,000

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
  100,000

  	
   

  	
  May 15,
  2008

  	
   

  
	
  Nigel Lovett

  	
   

  	
  20,400

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
  20,400

  	
   

  	
  January 24,
  2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Name

  	
   

  	
  Total

  Common

  Stock

  	
   

  	
  Previously

  Issued

  	
   

  	
  Issuance Date

  	
   

  	
  1/21/09

  Un-issued

  Common

  Stock

  	
   

  	
  Grant Date

  	
   

  
	
  Nigel Lovett

  	
   

  	
  90,000
  (to be granted pursuant to the 2008 Employment Agreement

  	
  )

  	
  None

  	
   

  	
  None

  	
   

  	
  90,000

  	
   

  	
  Pursuant
  to 2008 Employment Agreement, as amended

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1

















 


EXHIBIT B


 


FORM OF INDEMNITY AGREEMENT


 

















 


INDEMNITY AGREEMENT


 


This Agreement made and entered into as of
this 22nd day of January, 2009, by and between Toreador Resources Corporation,
a Delaware corporation (the “Company”), and Nigel J. Lovett (“Indemnitee”), who
is currently serving the Company in the capacity of a director and/or officer
thereof;


 


W I T N E S S E T H:


 


WHEREAS, several stockholders of the Company
have separately sought the resignation and replacement certain existing
directors of the Company, including the Chairman and the Chief Executive
Officer;


 


WHEREAS, the Chairman and CEO have agreed to
this request in exchange for the Company’s entering into certain agreements,
including separate Indemnity Agreements in this form, with each;


 


WHEREAS, Section 145 of the General
Corporation Law of the State of Delaware and the Restated Certificate of
Incorporation of the Company, which set forth certain provisions relating to
the mandatory and permissive indemnification of, and advancement of expenses
to, officers and directors (among others) of a Delaware corporation by such
corporation, are specifically not exclusive of other rights to which those
indemnified thereunder may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise; and


 


WHEREAS, after due consideration and
investigation of the terms and provisions of this Agreement and the various
other options available to the Company and the Indemnitee in lieu thereof, the
Board of Directors of the Company has determined that the following Agreement is
not only reasonable and prudent but necessary to promote and ensure the best
interests of the Company and its stockholders;


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein set forth and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee, intending to be legally bound, do
hereby agree as follows:


 


1.      Definitions.    As used in this Agreement:


 


(a)           “Enterprise”
shall mean any other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan, organization or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary, employee or
agent.


 


(b)           The term “Expenses”
includes, without limitation, all reasonable attorneys’ fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types
customarily incurred in 


 


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connection
with prosecuting, defending, preparing to prosecute or defend, investigating,
or being or preparing to be a witness in, or otherwise involved in, a
Proceeding.  Should any payments by the
Company under this Agreement be determined to be subject to any federal, state
or local income or excise tax, Expenses will also include such amounts as are
necessary to place Indemnitee in the same after-tax position, after giving
effect to all applicable taxes, Indemnitee would have been in had such tax not
have been determined to apply to those payments.  Expenses also shall include (i) Expenses
incurred in connection with any appeal resulting from any Proceeding,
including, without limitation, the premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent and (ii) Expenses incurred by Indemnitee in connection with the
interpretation, enforcement or defense of Indemnitee’s rights under this
Agreement, by litigation or otherwise.


 


(c)           “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees
and expenses of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


(d)           “Proceeding”
shall mean any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, any
appeal in such an action, suit, or proceeding, and any inquiry or investigation
that could lead to such an action, suit or proceeding irrespective of the
initiator thereof.  The final disposition
of a Proceeding shall be as determined by a settlement or the judgment of a
court or other investigative or administrative body.  The Board of Directors shall not make a
determination as to the final disposition of a Proceeding.


 


(e)           References to “fines”
shall include any (i) excise taxes assessed with respect to any employee
benefit plan and (ii) penalties; references to “serving at the request of
the Company” shall include any service as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent which imposes duties on,
or involves services by, such director, officer, trustee, general partner,
managing member, fiduciary, employee or agent with respect to an Enterprise;
and a person who acts in good faith and in a manner he reasonably believed to
be in the interest of the Enterprise shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 


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2.      Indemnity
in Third Party Proceedings.    The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 2 if Indemnitee is a party
to or is threatened to be made a party to or is otherwise involved in any
Proceeding (other than a Proceeding by or in the right of the Company to
procure a judgment in its favor) by reason of the fact that Indemnitee is or
was a director and/or officer of the Company, or is or was serving at the
request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of an Enterprise, against all
Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee (or on his behalf) in connection with such
Proceeding or any claim, issue or matter therein, provided it is determined
pursuant to Section 7 of this Agreement or by the court having
jurisdiction in the matter, that Indemnitee acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal Proceeding, had no reasonable
cause to believe his conduct was unlawful. 
The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely affect the right
of Indemnitee to indemnification or create a presumption that Indemnitee did
not act in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, or, with respect to any
criminal Proceeding, had no reasonable cause to believe that his conduct was
unlawful.  Indemnitee shall have the
right to employ Indemnitee’s own legal counsel in any Proceeding for which
indemnification is available under this Section 2.


 


3.      Indemnity
in Proceedings By or In the Right of the Company.    The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is a party
to or is threatened to be made a party to or otherwise involved in any
Proceeding by or in the right of the Company to procure a judgment in its favor
by reason of the fact that Indemnitee is or was a director and/or officer of
the Company, or is or was serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary, employee or
agent of an Enterprise, against all Expenses actually and reasonably incurred
by Indemnitee (or on his behalf) in connection with such Proceeding provided it
is determined pursuant to Section 7 of this Agreement or by the court
having jurisdiction in the matter, that Indemnitee acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made under
this Section 3 in respect of any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Company unless and only to the
extent that the Delaware Court of Chancery or the court in which such
Proceeding was brought or is pending, shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses as the Delaware Court of Chancery or such other court shall deem
proper.  Indemnitee shall have the right
to employ Indemnitee’s own legal counsel in any Proceeding for which
indemnification is available under this Section 3.


 


4.      Indemnification
for Expenses of a Witness.    Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of the fact that
Indemnitee is or was a director and/or officer of the Company, or is or was
serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent of an Enterprise, a
witness in any Proceeding to which Indemnitee is not a party, he shall be


 


B-3

















 


indemnified
against all Expenses actually and reasonably incurred by Indemnitee (or on his
behalf) in connection therewith.


 


5.      Indemnification
for Expenses of Successful Party.    Notwithstanding any other provision of this
Agreement to the contrary, to the extent that Indemnitee has been successful on
the merits or otherwise in defense of any Proceeding referred to in Sections 2
and/or 3 of this Agreement, or in defense of any claim, issue or matter
therein, including dismissal with or without prejudice, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by Indemnitee
(or on his behalf) in connection therewith. 
If Indemnitee is not wholly successful in any Proceeding referred to in
Sections 2 and/or 3 of this Agreement, but is successful on the merits or
otherwise (including dismissal with or without prejudice) as to one or more,
but less than all claims, issues or matters therein, including dismissal
without prejudice, Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee (or on his behalf) in connection
with each successfully resolved claim, issue or matter.  For purposes of this Section 5, and
without limitation, the termination of any claim, issue or matter in any
Proceeding referred to in Sections 2 and/or 3 of this Agreement by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.


 


6.      Advances
of Expenses.    To the fullest extent permitted by applicable
law, the Expenses incurred by Indemnitee pursuant to Sections 2 and/or 3 of
this Agreement in connection with any Proceeding or any claim, issue or matter
therein shall be paid by the Company currently and in advance of the final
disposition of such Proceeding or any claim, issue or matter therein no later
than 10 days after receipt by the Company of a request for an Expense
advancement with appropriate documentation. 
The undersigned Indemnitee hereby undertakes to repay the advanced
Expenses to the Company to the extent that it is ultimately determined pursuant
to Section 7, or, in the event the Indemnitee elects to pursue other
remedies pursuant to Section 9, that the undersigned Indemnitee is not
entitled to be indemnified therefor by the Company.  This agreement of Indemnitee to repay is
unsecured and interest free.


 


7.      Procedure for Determination
of Entitlement to Indemnification.


 


(a)           To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request.


 


(b)           Upon written
request by Indemnitee for indemnification pursuant to this Agreement, a
determination, if required by Independent Counsel in a written opinion to the
Board of Directors of the Company, a copy of which shall be delivered to
Indemnitee, shall be obtained by the Company at its expense; and, if it is so
determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within 10 days after such determination.  Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in cooperating with the person,
persons or entity making the determination discussed in this Section 7(b) with
respect to Indemnitee’s entitlement to indemnification, shall be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.


 


B-4





















 


(c)           The Independent
Counsel shall be selected by Indemnitee and Indemnitee shall give written
notice to the Company advising it of the identity of the Independent Counsel so
selected.  The Company may, within 10 days
after such written notice of selection shall have been given, deliver to the
Indemnitee a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in
this Agreement, and the objection shall set forth with particularity the
factual basis of such assertion.  Absent
a proper and timely objection, the person so selected shall act as Independent
Counsel.  If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit.  If, within 20 days after submission by
Indemnitee of a written request for indemnification pursuant to Section 7(b) hereof,
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Delaware Court of Chancery or other
court of competent jurisdiction for resolution of any objection which shall
have been made by the Company or Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 7(a) hereof.


 


(d)           Indemnitee will
be deemed a party to a Proceeding for all purposes hereof if Indemnitee is
named as a defendant or respondent in a complaint or petition for relief in
that Proceeding, regardless of whether Indemnitee is ever served with process
or makes an appearance in that Proceeding.


 


8.      Presumptions and Effect of
Certain Provisions.


 


(a)           In making a
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 7(a) of
this Agreement, and the Company shall have the burden of proof in overcoming
such presumption by clear and convincing evidence.  Neither the failure of the Independent
Counsel to have made a determination prior to the commencement of such action
pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Independent Counsel that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)           If the
Independent Counsel shall not have made a determination within 30 days after
receipt by the Company of notice therefor, the requisite determination of
entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification.


 


B-5
















 


(c)           For purposes of any
determination of whether Indemnitee acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal Proceeding, Indemnitee had no
reasonable cause to believe his conduct was unlawful (collectively, “Good Faith”),
Indemnitee shall be deemed to have acted in Good Faith if Indemnitee’s action
is based on the records or books of account of the Company and any other
Enterprise of which Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent or information, opinions, reports or statements, including
financial statements and other financial information, concerning the Company
and any other Enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent or any other person which were prepared or
supplied to Indemnitee by: (i) one or more officers or employees of the
Company and any Enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent; (ii) appraisers, engineers,
investment bankers, legal counsel or other persons as to matters Indemnitee
reasonably believed were within the professional or expert competence of those
persons; and (iii) any committee of the Board of Directors or equivalent
managing body of the Company and any other Enterprise of which Indemnitee is or
was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of which
Indemnitee is or was, at the relevant time, not a member.  The provisions of this Section 8(c) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.


 


(d)           The knowledge and/or
actions, or failure to act, of any director, officer, agent or employee of the
Company and any other Enterprise of which Indemnitee is or was serving at the
request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under this
Agreement.


 


9.      Remedies of Indemnitee.


 


(a)           In the event that (i) a
determination is made pursuant to Section 7(b) of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 6 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 7(b) of this Agreement within the time period provided in Section 8(b) after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 4, Section 5, the
last sentence of Section 7(b), or the last sentence of Section 1(b) of
this Agreement within 10 days after receipt by the Company of a written request
therefor, or (v) payment of indemnification pursuant to Section 2 or Section 3
of this Agreement is not made within 10 days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication by the Delaware Court of Chancery of his
entitlement to such indemnification or advancement of Expenses and appeals
therefrom, concluding in a final


 


B-6

















 


and
unappealable judgment by the Delaware Supreme Court.  The Board of Directors shall not make a
determination as to the final disposition of such adjudication.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


(b)           In the event that a
determination shall have been made pursuant to Section 7(b) of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 9 shall be conducted in all
respects as a de novo trial on the merits and Indemnitee shall not be
prejudiced by reason of that adverse determination.


 


(c)           If a determination
shall have been made pursuant to Section 7(b) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 9,
absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.


 


(d)           In the event that
Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of
his rights under, or to recover damages for breach of, this Agreement,
Indemnitee shall be entitled to recover from the Company, and shall be
indemnified by the Company against, any and all expenses (of the types
described in the definition of Expenses in Section 1(b) of this
Agreement) actually and reasonably incurred by him in such judicial
adjudication regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification.


 


(e)           The Company shall be
precluded from asserting in any judicial proceeding commenced pursuant to this Section 9
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement.


 


10.    Indemnification
and Advancement of Expenses Under this Agreement Not Exclusive; Survival of
Rights.    The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the
Certificate of Incorporation or Bylaws of the Company, any other agreement, any
vote of stockholders or disinterested directors, the General Corporation Law of
the State of Delaware, or otherwise.  No
amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee prior to such amendment,
alteration or repeal.  To the extent that
a change in the General Corporation Law of the State of Delaware, whether by
statute or judicial decision, permits greater indemnification or advancement of
Expenses than would be afforded currently under the Certificate of
Incorporation of the Company and this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change.  No
right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or


 


B-7

















 


employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 


11.    Partial
Indemnification.   If Indemnitee is entitled under any provision
of this Agreement to indemnification or to receive advancement by the Company
for a portion of the Expenses, judgments, fines, penalties or amounts paid in
settlement actually and reasonably incurred by Indemnitee (or on his behalf) in
connection with such Proceeding, or any claim, issue or matter therein, but
not, however, for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


12.    Rights Continued.    The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall continue as to
Indemnitee even though Indemnitee may have ceased to be a director or officer
of the Company and shall inure to the benefit of Indemnitee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.


 


13.    No Construction as an
Employment Agreement or Any Other Commitment. 
  Nothing contained in
this Agreement shall be construed as giving Indemnitee any right to be retained
in the employ or as an officer of the Company or any of its subsidiaries, if
Indemnitee currently serves as an officer of the Company, or to be renominated
or reelected as a director of the Company, if Indemnitee currently serves as a
director of the Company.


 


14.    Liability Insurance.    To the extent the Company maintains an
insurance policy or policies providing liability insurance for directors,
officers, trustees, general partners, managing members, fiduciaries, employees
or agents of the Company or any other Enterprise which such person serves at
the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms, to the maximum extent of the
coverage available for any director, officer, trustee, general partner,
managing member, fiduciary, employee or agent under such policy or policies.


 


15.    No Duplication of
Payments.    The Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable under this
Agreement if, and to the extent that, Indemnitee has otherwise actually
received such payment under any contract, agreement or insurance policy, the
Certificate of Incorporation or Bylaws of the Company, or otherwise.


 


16.    Subrogation.    In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all the rights
of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including without
limitation the execution of such documents as may be necessary to enable the
Company effectively to bring suit to enforce such rights.


 


17.    Exceptions.    Notwithstanding any other provision in this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement, to (i) indemnify or advance Expenses to Indemnitee with respect
to any claim, issue or matter therein, brought or made by Indemnitee by way of
cross-claim, counter claim or the like, or (ii) indemnify Indemnitee with


 


B-8

















 


respect to any Proceeding in which final judgment is rendered against
Indemnitee for an accounting of profits made from the purchase and sale or the
sale and purchase by Indemnitee of securities of the Company pursuant to the
provisions of Section 16(b) of the Act.


 


18.    Notices.    Any notice or other communication required or
permitted to be given or made to the Company or Indemnitee pursuant to this
Agreement shall be given if made in writing and deposited in the United States
mail, with postage thereon prepaid, addressed to the person to whom such notice
or communication is directed at the address of such person on the records of
the Company, and such notice or communication shall be deemed given or made at
the time when the same shall be so deposited in the United States mail.  Any such notice or communication to the
Company shall be addressed to the Secretary of the Company.


 


19.    Contractual Rights.    The right to be indemnified or to receive
advancement of Expenses under this Agreement (i) is a contract right based
upon good and valuable consideration, pursuant to which Indemnitee may sue, (ii) is
and is intended to be retroactive and shall be available as to events occurring
prior to the date of this Agreement and (iii) shall continue after any
rescission or restrictive modification of this Agreement as to events occurring
prior thereto.


 


20.    Severability.    If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby;  to the fullest extent possible, the
provisions of this Agreement shall be construed so as to give effect to the
intent manifested by the provisions held invalid, illegal or unenforceable; and
those provision or provisions held to be invalid, illegal or unenforceable for
any reason whatsoever shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto.


 


21.    Successors; Binding
Agreement.    The Company shall require and cause any
successor (whether direct or indirect) by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the
Company, by written agreement in form and substance reasonably satisfactory to
Indemnitee, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.  As
used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid that
executes and delivers the agreement provided for in this Section 21 or
that otherwise becomes bound by the terms and provisions of this Agreement by
operation of law.  This Agreement shall
be binding upon the Company and its successors and assigns (including, without
limitation, any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the
Company) and will inure to the benefit of Indemnitee (and Indemnitee’s spouse,
if Indemnitee resides in Texas or another community property state), heirs,
executors and administrators.


 


B-9

















 


22.    Counterparts,
Modification, Headings, Gender.


 


(a)           This
Agreement may be executed in counterparts, each of which shall constitute one
and the same instrument, and either party hereto may execute this Agreement by
signing any such counterpart.


 


(b)           No provisions of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Indemnitee and
an appropriate officer of the Company. 
No waiver by any party at any time of any breach by any other party of,
or compliance with, any condition or provision of this Agreement to be
performed by any other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or at any prior or subsequent time.


 


(c)           Section headings
are not to be considered part of this Agreement, are solely for convenience of
reference, and shall not affect the meaning or interpretation of this Agreement
or any provision set forth herein.


 


(d)           Pronouns in
masculine, feminine and neuter genders shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires.


 


23.    Exclusive Jurisdiction;
Governing Law.    The Company and Indemnitee agree that all
disputes in any way relating to or arising under this Agreement, including,
without limitation, any action for advancement of Expenses or indemnification,
shall be litigated, if at all, exclusively in the Delaware Court of Chancery,
and if necessary, the corresponding appellate courts.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws. 
The Company and Indemnitee (i) expressly submit themselves to the personal
jurisdiction of the Delaware Court of Chancery for purposes of any action or
proceeding arising out of or in connection with this Agreement, (ii) 
waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court of Chancery, and (iii) waive, and agree not to plead or
to make, any claim that any such action or proceeding brought in the Delaware
Court of Chancery has been brought in an improper or otherwise inconvenient
forum.


 


24.    Duration
of Agreement.    This Agreement shall continue until and
terminate upon the later of: (a) 10 years after the date that Indemnitee
shall have ceased to serve as a director and/or officer of the Company or
director, officer, trustee, general partner, managing member, fiduciary, employee
or agent of any other Enterprise which Indemnitee served at the request of the
Company; or (b) one year after the final, nonappealable termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 9 of this Agreement relating
thereto.


 


25.    Contribution.  If it is established, under Section 7 or
otherwise, that Indemnitee has the right to be indemnified under this Agreement
in respect of any claim, but that right is unenforceable by reason of
applicable law or public policy, then, to the fullest extent applicable


 


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law permits, the Company, in lieu of indemnifying or causing the
indemnification of Indemnitee under this Agreement, will contribute to the
amount Indemnitee has incurred, whether for judgments, fines, penalties, excise
taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred,
in connection with that Proceeding, in such proportion as is deemed fair and
reasonable in light of all the circumstances of that Proceeding in order to
reflect:


 


(a)           the relative
benefits Indemnitee and the Company have received as a result of the event(s) or
transactions(s) giving rise to that Proceeding; or


 


(b)           the relative fault
of Indemnitee and of the Company and its other functionaries in connection with
those event(s) or transaction(s).


 


 


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blank; signatures on following page]


 


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IN WITNESS WHEREOF, the Company and Indemnitee have executed this
Agreement as of the date and year first above written.


 


	
   

  	
   

  	
  TOREADOR RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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