Exhibit 10.6


 


Execution Version


 


January 22, 2009


 


Craig M. McKenzie


17 Villosa Ridge Point


Calgary, Alberta, Canada T3Z 1H3


 


 


Dear Mr. McKenzie:


 


This letter agreement (the “Letter  Agreement”) constitutes the terms of
your employment with Toreador Resources Corporation (the “Company”)
which employment may be formalized in greater detail in a future employment
agreement.


 


The parties to this Letter Agreement hereby accept the following terms
and conditions in return for the mutual consideration provided in this Letter
Agreement:


 


1.               Term.  Craig M. McKenzie (“Executive”)
and the Company agree that effective as of the date hereof (the “Effective Date”), Executive shall
assume the role of President and Chief Executive Officer of the Company on an
interim basis until such time as the Company appoints a President and Chief
Executive Officer to assume such role on a non-interim basis (the “Term”).


 


2.               Duties.  Executive shall faithfully, diligently and to
the best of his ability perform such duties as are customarily performed by
such officers of companies of similar size and in the same industry as the
Company, together with such other duties as are mutually agreed by Executive
and the board of directors (the “Board”)
from time to time (which duties shall be consistent with his titles and
positions as set forth above), and shall devote substantially all of his
business time to the management of the business of the Company.  Executive shall perform Executive’s duties
principally at the principal place of business of the Company located in
Dallas, Texas or such other location as is consented to by Executive and the
Board, with such travel to such other locations from time to time as Executive
reasonably determines to be appropriate for the discharge of his duties or as
the Board may prescribe.  Without
limiting the foregoing, such duties shall, at the request of the Board, include
serving as an officer or director of any subsidiary of the Company, without
compensation. For services as an officer and employee of the Company, Executive
shall be entitled to the full protection of the applicable indemnification
provisions of the Certificate of Incorporation and Bylaws of the Company to the
fullest extent permitted by law, which indemnification shall remain effective
after termination of the Letter Agreement with respect to Executive’s actions
and inaction during the term hereof.


 


3.               Base Salary.  Executive’s Base Salary shall be $35,000 per
month with any salary due during any partial months during the Term being paid
on a pro rata basis.  The Company shall
pay Executive two times per month, in accordance with the payroll practices of
the Company.  This amount is subject to
applicable deductions and withholding. 
In the event the Base Salary is adjusted, such adjusted Base Salary
shall be payable to Executive under this Letter Agreement and in accordance
with the payroll practices of the Company


 

















 


(unless adjusted in the future pursuant to this paragraph), provided
that no downward adjustment shall be made without Executive’s consent.


 


4.               Vacation.  For each three (3) months of service
during which Executive is employed by the Company, Executive shall be entitled
to one (1) week of paid vacation, to be taken in accordance with the
Company’s policy then in effect.  Such
vacations shall be taken at such times as are consistent with the reasonable
business needs of the Company.


 


5.               Benefit Plans.  During his employment pursuant to this Letter
Agreement, subject to eligibility requirements and applicable employee
contributions, and except as otherwise expressly provided in this Letter
Agreement, Executive shall be entitled to participate in the Company sponsored
employee benefit plans, pension plans, 401(k) plans, medical benefit
plans, group life insurance plans, hospitalization plans, or other employee
welfare plans that the Company may adopt for employees generally from time to
time during Executive’s employment pursuant to this Letter Agreement, and as
such plans may be modified, amended, terminated, or replaced from time to time.  In addition, Executive shall receive such
other compensation as the Board (or a committee thereof designated by the
Board) may from time to time determine to pay Executive whether in the form of
bonuses, stock options, incentive compensation or otherwise.  Notwithstanding anything to the contrary
contained herein, the Company retains the right to amend, modify or terminate
any of its employee benefit plans, policies or programs at any time.


 


6.               Fringe Benefits.  During his employment pursuant to this Letter
Agreement, and except as otherwise provided in this Letter Agreement, Executive
shall be entitled to participate on substantially the same terms and conditions
in the Company sponsored fringe benefits generally provided to similarly
situated personnel, such as sick pay.


 


7.               Reimbursement of Expenses.  The Company shall reimburse Executive for all
reasonable out-of-pocket expenses incurred by Executive in the course of his
duties, upon presentation of appropriate documentation of such costs as and
when required by and to the satisfaction of the Company, on a basis that is
consistent with the Company’s past practices.


 


8.               Termination of Employment.  Either party may terminate Executive’s
employment with the Company at any time, upon five (5) business days
notice for any reason.  The parties
hereto acknowledge that Executive’s employment with the Company is and shall
continue to be at-will, as defined under applicable law.  If Executive’s employment terminates for any
reason, Executive shall not be entitled to any payments or benefits after the
date of termination, other than as provided by this Letter Agreement or as may
otherwise be available in accordance with the terms of the Company’s employee
plans and written policies in effect at the time of termination.  Upon any termination of Executive’s
employment with the Company, Executive will be deemed to have resigned as an
officer and employee of the Company and its subsidiaries.


 


9.               General.


 


(a)                                  No provisions
of this Letter Agreement may be modified, waived or discharged except in a
writing signed and dated by Executive and the Company.  No waiver by any party at any time of any
breach by another party of, or compliance with, any condition or provision of
this Letter Agreement 


 


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shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.


 


(b)                                 This Letter
Agreement reflects the entire agreement of the parties with respect to its
subject matter, and supersedes all previous agreements, promises, and
representations.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Letter Agreement.


 


(c)                                  This Letter
Agreement shall be governed and construed in all respects in accordance with
the internal laws of the State of Texas (without giving effect to principles of
conflicts of laws).


 


(d)                                 The invalidity
or unenforceability of any provision of this Letter Agreement shall not affect
the validity or enforceability of any other provision of this Letter Agreement,
which shall remain in full force and effect.


 


(e)                                  This Letter
Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


(f)                                    Executive
acknowledges that he has read and understands this Letter Agreement, that
Executive has had sufficient time and opportunity to consult with counsel
regarding this Letter Agreement, and that Executive has entered into this
Letter Agreement voluntarily and without coercion.


 


 


[Signature Page Follows]


 


3

















 


TOREADOR
RESOURCES CORPORATION


 


 




	
  By:

  	
  /s/ Charles J. Campise

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Charles J. Campise

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Sr. VP & CFO

  	
   

  	
   

  






 


 


EXECUTIVE:


 




	
  /s/ Craig M. McKenzie

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
  17 Villosa Ridge Point

  	
   

  	
   

  
	
  (Print Address)

  	
   

  	
   

  
	
  Calgary, Alberta, Canada T3Z 1H3

  	
   

  	
   

  
	
  (Print Address)

  	
   

  	
   

  
	
  403/202-8689

  	
   

  	
   

  
	
  (Print Telephone Number)