Exhibit 10.5


 


INDEMNITY AGREEMENT


 


This Agreement made and entered into as of
this        day of January, 2009, by and between
Toreador Resources Corporation, a Delaware corporation (the “Company”), and
                          
(“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, 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 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.


 


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


 


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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
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


 


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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.


 


(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


 


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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.


 


(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


 


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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 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.


 


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(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 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.


 


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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
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


 


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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.


 


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.


 


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(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 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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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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