Exhibit 10.1


 


Execution Version


 


SETTLEMENT
AGREEMENT


 


THIS SETTLEMENT AGREEMENT (the “Agreement”),
is effective the 22nd day of
January, 2009, among Toreador Resources Corporation, a Delaware corporation
(the “Company”), Nanes
Balkany Partners I LP, a Delaware limited partnership (“Nanes Balkany”), Nigel J. Lovett, an individual (“Lovett”), John M. McLaughlin,
an individual (“McLaughlin”),
Julien Balkany, an individual (“Balkany”),
Craig M. McKenzie, an individual (“McKenzie”),
and Peter Hill, an individual (“Hill”)
(Balkany, McKenzie and Hill are each a “New
Director” and collectively, the “New Directors”).


 


WHEREAS, Nanes Balkany has given notice of its intention, at the 2009
annual meeting of the Company’s stockholders, or any other meeting of
stockholders held in lieu thereof, and at any adjournments, postponements,
reschedulings or continuations thereof (“2009 Annual Meeting”),
to nominate three (3) nominees to be elected to the Company’s board of
directors (“Board”); and


 


WHEREAS, the Company and Nanes Balkany have each determined that it is
in their respective best interests and in the best interests of the Company’s
stockholders to enter into this Agreement whereby, among other things, the
Company will appoint the New Directors to the Board and Nanes Balkany will
abandon its nomination of directors, in each case as more fully provided
herein;


 


NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


ARTICLE I.


 


Section 1.1                              Board Matters; Nominations at 2009 Annual Meeting.


 


(a)          Subject to the terms hereof and contemporaneously herewith,
Nanes Balkany and its Affiliates hereby withdraw their nominations for director
in connection with the 2009 Annual Meeting by way of that certain letter to the
Company dated January 14, 2009.  For
purposes of this Agreement, “Affiliate” means, with respect to any person, any
other person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such first person,
and any employees, officers, directors, managers, members or partners of any
such person.


 


(b)         Subject to the terms hereof and contemporaneously herewith,
the Company has taken all requisite action (including the calling of a special
meeting of the Board to approve such actions) to:


 


(i)                                   accept and recognize the resignations of Lovett and
McLaughlin as directors of the Company as of the date hereof (as set forth in Section 1.3)
so that, in addition to David M. Brewer’s prior 


 


1

















 


resignation
as a director of the Company, there are three (3) vacancies on the Board;


 


(ii)                                elect each of the New Directors to serve as a director of
the Company to fill the three (3) vacancies thus created and to serve in
such capacity until the 2009 Annual Meeting or until their successors are duly
elected and qualified; and


 


(iii)                             elect
Hill as the non-executive Chairman of the Board to serve in such capacity until
the appointment of his successor as non-executive Chairman of the Board.


 


(c)                                  Subject to the terms hereof, the Company hereby covenants
and agrees that at the 2009 Annual Meeting the New Directors will be nominated
for election as directors of the Company for terms expiring at the 2010 annual
meeting of the Company’s stockholders (“2010
Annual Meeting”) or until their successors are duly elected and
qualified.  Prior to the 2009 Annual
Meeting, (i) the Board shall recommend (and shall not change such
recommendation in a manner adverse to the New Directors unless required to do
so by the Board’s fiduciary duties) that the Company’s stockholders vote in
favor of the New Directors at the 2009 Annual Meeting and (ii) the Company
shall solicit proxies for the election of the New Directors at the 2009 Annual
Meeting.


 


(d)                                 Subject to the terms
hereof, the Company also hereby covenants and agrees that in addition to the
nomination of the New Directors as set forth herein (i) up to a maximum
number of four (4) individuals (which may include current directors of the
Company) (the “Additional Nominees”) shall
be nominated at the 2009 Annual Meeting for election as directors of the
Company for terms commencing at the close of the 2009 Annual Meeting in
accordance with the recommendations of the Nominating and Corporate Governance
Committee of the Board; (ii) at the 2009 Annual Meeting, the Board shall
recommend (and shall not change such recommendations unless required to do so
by the Board’s fiduciary duties) that the Company’s stockholders vote in favor
of the Additional Nominees; and (iii) the Company shall solicit proxies
for the election of the Additional Nominees at the 2009 Annual Meeting; it
being understood that the Nominating and Corporate Governance Committee shall
consider the nomination of Tom C. Davis, as previously made by Frederic
Auberty, Antonia Lee, the Estate of William I. Lee, Deceased, Auberty Co., Inc.,
Auberty 2001 Trust and Wilco Properties, Inc. for election commencing at
the close of the 2009 Annual Meeting.


 


(e)                                  At any time prior to the 2010 Annual Meeting, should either
Balkany or McKenzie resign from the Board, be rendered unable to serve on the
Board by reason of death or disability, or decide not to seek election to the
Board at the 2009 Annual Meeting or the 2010 Annual Meeting, Nanes Balkany
shall, with the consent of the Company (which consent shall not be unreasonably
withheld or delayed), be entitled to designate a replacement for Balkany or
McKenzie as a director (or nominee for director) who is deemed reasonably
qualified by the Board, and the Company shall take all necessary action to
implement the foregoing as promptly as practicable.  Any such designated replacement who becomes a
Board member under this Section 1.1(e) shall be 


 


2

















 


deemed to be a New Director for
all purposes under this Agreement and, prior to his or her appointment to the
Board, shall be required to agree in writing, to the extent applicable, to the
provisions of Section 1.1(f) and (g) of this Agreement.


 


(f)                                    Subject to the
terms hereof, the Company also hereby covenants and agrees to recommend to the
full Board and seek the approval of Hill as non-executive Chairman of the Board
until after the 2010 Annual Meeting.


 


(g)                                 Each New Director agrees to provide to the Company upon its
request, without unreasonable delay, true and complete information regarding
such New Director required by law to be included in the Company’s proxy
materials relating to the 2009 Annual Meeting.


 


(h)                                 The Company agrees that each New Director shall receive (i) the
same benefits of director and officer insurance, and any indemnity and
exculpation arrangements available generally to the directors on the Board and (ii) the
same compensation for his or her service as a director as the compensation
received by other directors on the Board.


 


Section 1.2                                      Board Committees.
The Company agrees that Balkany and Hill shall be offered, promptly upon the
execution of this Agreement, the opportunity to assume the following roles in
the Board’s committees: (i) Balkany shall be elected to serve as a member
of the Executive Committee and the Nominating and Corporate Governance
Committee, and (ii) Hill shall be elected to serve as member of the
Executive Committee, Nominating and Corporate Governance Committee, Audit
Committee and the Compensation Committee; provided that in all such
cases that each of Balkany and Hill shall be entitled to be a member of any
committee of the Board only if he meets any independence or other requirements
under applicable law and the rules and regulations of the Nasdaq Stock
Market or other securities exchange that the Company’s securities may then be
traded for service on such committee.


 


Section 1.3                                      Resignations.
Simultaneously with the execution of this Agreement and the Separation and
Mutual Release Agreement by and between Lovett and the Company attached as Exhibit A
hereto, the Release Agreement by and between Lovett and Nanes Balkany attached
as Exhibit B hereto, the Resignation and Mutual Release Agreement
by and between McLaughlin and the Company attached as Exhibit C
hereto, the Release Agreement by and between McLaughlin and Nanes Balkany
attached as Exhibit D hereto, and a separate Indemnity Agreement by
and between Lovett and the Company and by and between McLaughlin and the
Company in the form attached as Exhibit E hereto, Lovett hereby
irrevocably resigns as the President and Chief Executive Officer and a director
of the Company, and McLaughlin hereby irrevocably resigns as a director of the
Company.  The parties hereto agree and
acknowledge that the preceding sentence shall serve as Lovett’s and McLaughlin’s
formal irrevocable resignations delivered to the Company and upon execution of
this Agreement and the agreements attached as Exhibits A through E,
all of which agreements shall be executed concurrently with the execution of
this Agreement, no additional agreement, notice or action shall be necessary to
immediately effectuate such resignations in accordance therewith.  Lovett and McLaughlin each agree that he
shall not contest or seek to contest the validity or effectiveness of such
resignations.


 


3

















 


Section 1.4                                      Severance
Agreement.  As set forth in the
Separation and Mutual Release Agreement attached as Exhibit A, the
Company hereby acknowledges that Lovett will be due certain severance payments
under Section 3(d)(ii) of his Employment Agreement with the Company,
dated March 12, 2008 and the Company shall pay such amounts promptly in
accordance with the terms of such agreement.


 


Section 1.5                                      Appointment of New Officer.  Subject to the terms hereof and
contemporaneously herewith, McKenzie will be appointed as the interim Chief
Executive Officer and President of the Company. 
While serving as interim Chief Executive Officer, McKenzie’s
compensation and benefits shall be $35,000 per month plus substantially similar
benefits as paid to the previous President and Chief Executive Officer, under
the terms and conditions set forth in that certain Letter Agreement attached as
Exhibit F hereto to be executed concurrently with the execution of
this Agreement.  Promptly upon the
execution of this Agreement, the Board will form a search committee for the
purpose of conducting a search for the new President and Chief Executive
Officer of the Company (the “Search
Committee”).  Hill and Balkany shall serve as members of
the Search Committee, and Hill shall serve as chairman of the Search
Committee.  The Search Committee shall
conduct the search utilizing a nationally-recognized search firm and may
consider McKenzie for the new President and Chief Executive Officer role, but
Lovett shall not be considered as a candidate. 
The new President and Chief Executive Officer of the Company must be
appointed by the Board no later than the earlier of the date of completion of
the Company’s proxy statement for the 2009 Annual Meeting or April 15,
2009.


 


Section 1.6                                      Solicitation.  From the date hereof until the conclusion of
the 2010 Annual Meeting, neither Nanes Balkany nor any of its Affiliates nor
Balkany nor McKenzie shall, directly or indirectly, other than as contemplated
by this Agreement and other than in a manner consistent with the
recommendations of the Board to the Company’s stockholders, (i) solicit
proxies or consents for the voting of any securities of the Company or
otherwise become a “participant,” directly or indirectly, in any “solicitation”
of “proxies” or consents to vote, or become a “participant” in any election
contest involving the Company or the Company’s securities (as such terms are
defined in Regulation 14A under the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”)), (ii) seek
to advise or influence any person with respect to the voting of any securities
of the Company, (iii) initiate, propose or otherwise “solicit” the Company’s
stockholders for the approval of stockholder proposals, (iv) otherwise
communicate with the Company’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under
the Exchange Act, or (v) otherwise engage in any course of conduct with
the purpose of causing stockholders of the Company to vote contrary to the
recommendation of the Board on any matter presented to the Company’s
stockholders for their vote.  The 2010
Annual Meeting shall be held no later than June 30, 2010.


 


Section 1.7                                      Voting.  At the 2009 Annual Meeting, Nanes Balkany
shall cause all shares of Common Stock beneficially owned by it and its
Affiliates to be present at such meeting for purposes of establishing a quorum
and to be voted for the New Directors and the other nominees recommended by the
Board.


 


Section 1.8                                      Prohibited Actions.
Subject to the terms hereof, the Company agrees that it shall not from the date
hereof until after the 2010 Annual Meeting, (i) increase the size of the
Board to 


 


4

















 


more
than seven (7) directors; (ii) change any provisions of the Company’s
Bylaws or Certificate of Incorporation that would adversely affect the ability
of the stockholders of the Company to nominate directors, fill vacancies on the
Board, remove directors, or take any substantially similar action without
approval of a majority of the Board, including Balkany; or (iii) otherwise
amend any of its charters or policies in a manner that would be inconsistent
with the terms hereof or adverse to the stockholders of the Company.


 


Section 1.9                                      Stock Ownership by Directors.  Promptly upon the execution of this
Agreement, the Company shall adopt a policy requiring all Board members to
beneficially own or represent at least 50,000 shares of the Company’s common
stock within (i) six months of the execution of this Agreement, or (ii) six
months from the date he or she is first appointed or elected to the Board.  This policy shall deem any shares of Company
common stock to satisfy such stock ownership requirement if the Board member (i) purchases
the Company common stock on the open market, (ii) obtains shares of
Company common stock as a result of the exercise of options, and (iii) holds
restricted shares of the Company common stock, including any such holdings that
are not vested.  The minimum holdings
requirement shall not be satisfied by a Board member’s holdings of unexercised
options to purchase the Company’s common stock.


 


Section 1.10                                Expenses.
The Company shall promptly reimburse Nanes Balkany for all reasonable,
documented out-of-pocket costs and expenses incurred prior to the execution of
this Agreement and in connection with activities relating to the potential
election contest with the Company, including any Securities and Exchange
Commission filings relating to the Company and associated legal fees; provided,
that the costs and expenses to be paid or reimbursed by the Company to Nanes
Balkany pursuant to this Section 1.10 shall not exceed $85,000.


 


Section 1.11                                Stockholder
Rights Plan.  The Company agrees to
take all necessary actions to redeem all rights previously issued to
stockholders under the Company’s Rights Agreement, dated as of November 20,
2008, within fifteen (15) days of the Company obtaining all necessary consents
(the “Consents”)
under its Loan and Guarantee Agreement. 
The Company shall employ reasonable best efforts to obtain the Consents
as soon as practicable.


 


Section 1.12                                Form 8-K.
The Company agrees to disclose this Agreement in a Form 8-K filed with the
Securities and Exchange Commission in the time period required by applicable
law and to file this Agreement as an exhibit to such Form 8-K.


 


Section 1.13                                Press Release.  In conjunction with the filing of the Form 8-K,
Nanes Balkany and the Company shall coordinate the filing of a press release in
the form attached as Exhibit G hereto announcing the execution of
this Agreement.


 


Section 1.14                                Indemnity Agreement.  Concurrently with the execution of this
Agreement, a separate Indemnity Agreement by and between Balkany and the
Company, by and between McKenzie and the Company, and by and between Hill and
the Company in the form attached as Exhibit H hereto shall be
executed by such parties.


 


5

















 


ARTICLE II.


 


Section 2.1                                      Representations and Warranties.


 


(a)                                  Each of the parties hereto represents and warrants to the
other party that:


 


(i)                                   such party has all requisite authority and power to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby;


 


(ii)                                the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all required action on the part of such party and no other
proceedings on the part of such party are necessary to authorize the execution
and delivery of this Agreement or to consummate the transactions contemplated
hereby;


 


(iii)                             the Agreement has been duly and validly executed and
delivered by such party and constitutes the valid and binding obligation of
such party enforceable against such party in accordance with its terms; and


 


(iv)                            this Agreement will not result in a violation of any terms
or provisions of any agreements to which such person is a party or by which
such party may otherwise be bound or of any law, rule, license, regulation,
judgment, order or decree governing or affecting such party.


 


(b)                                 Nanes Balkany hereby represents and warrants to the Company
that neither Nanes Balkany, nor its Affiliates, have formed with any other
stockholders a “group” within the meaning of Section 13(d)(3) of the
Exchange Act, with respect to the securities of the Company.


 


(c)                                  The parties hereto acknowledge, warrant and represent that
they have carefully read this Agreement, understand it, have consulted with and
received the advice of counsel regarding this Agreement, agree with its terms,
are duly authorized to execute it and freely, voluntarily and knowingly execute
it.


 


Section 2.2                                      General.


 


(a)                                  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and the respective
successors, personal representatives and assigns of the parties hereto.  Neither Nanes Balkany, nor its Affiliates,
may assign any of its rights or obligations under this Agreement to any other
person.


 


(b)                                 This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and thereof and supersedes all
prior and contemplated arrangements and understandings with respect thereto.


 


6

















 


(c)                                  This Agreement may be signed in counterparts, each of which
shall constitute an original and all of which together shall constitute one and
the same Agreement.


 


(d)                                 All notices and other communications required or permitted
hereunder shall be effective upon receipt and shall be in writing and may be
delivered in person, by facsimile, electronic mail, express delivery service or
U.S. mail, in which event it may be mailed by first-class, certified or
registered, postage prepaid, addressed to the party to be notified at the
respective addresses set forth below, or at such other addresses which may
hereinafter be designated in writing:


 


If to the
Company:


 


Toreador
Resources Corporation


13760 Noel
Road, Suite 1100


Dallas, Texas
75240-1383


 


Fax:  (214) 559-3945


 


with a copy
to:


 


Haynes and
Boone, LLP


Attn:  Janice V. Sharry


2323 Victory
Avenue, Suite 700


Dallas, Texas
75219


 


Fax:  214-200-0620


 


If to
Nanes Balkany or Balkany:


 


Nanes Balkany
Partners I LP


400 Madison
Avenue, Suite 12C


New York, New
York 10017


 


Fax:  (212) 499-2995


 


with a copy
to:


 


Olshan
Grundman Frome Rosenzweig & Wolosky LLP


Attn:  Steven Wolosky


Park Avenue
Tower


65 East 55th
Street


New York, New
York 10022


 


Fax:  (212) 451-2222


 


7

















 


If to
McKenzie:


 


17 Villosa
Ridge Point


Calgary,
Alberta, Canada T3Z 1H3


 


Fax:  (403) 202-8689


 


with a copy
to:


 


Olshan
Grundman Frome Rosenzweig & Wolosky LLP


Attn:  Steven Wolosky


Park Avenue
Tower


65 East 55th
Street


New York, New
York 10022


 


Fax:  (212) 451-2222


 


If to Hill:


 


130 Belcher
Drive


Sudbury, MA
01776


 


If to
Lovett:


 


3535
Gillespie, No. 506


Dallas, TX
75219


 


with a copy
to:


 


Joseph E.
Dannenmaier


Thompson &
Knight LLP


1722 Routh
Street, Suite 1500


Dallas, TX
75201


 


Fax:  (214) 969-1751


 


If to
McLaughlin:


 


2201 Sherwood
Way, Suite 201


San Angelo, TX
76901


 


with a copy
to:


 


Joseph E.
Dannenmaier


Thompson &
Knight LLP


1722 Routh
Street, Suite 1500


Dallas, TX
75201


 


Fax:  (214) 969-1751


 


8

















 


(e)                                  This Agreement and the legal relations hereunder between the
parties hereto shall be governed by and construed in accordance with the laws
of the State of Delaware applicable to contracts made and performed therein,
without giving effect to the principles of conflicts of law thereof.


 


(f)                                    Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid, but if any provision
of this Agreement is held to be invalid or unenforceable in any respect, such
invalidity or unenforceability shall not render invalid or unenforceable any
other provision of this Agreement.


 


(g)                                 It is hereby agreed and acknowledged that it will be
impossible to measure in money the damages that would be suffered if the
parties fail to comply with any of the obligations herein imposed on them and
that in the event of any such failure, an aggrieved person will be irreparably damaged
and will not have an adequate remedy at law. 
Any such person, therefore, shall be entitled to injunctive relief,
including specific performance, to enforce such obligations, without the
posting of any bond, and, if any action should be brought in equity to enforce
any of the provisions of this Agreement, none of the parties hereto shall raise
the defense that there is an adequate remedy at law.


 


(h)                                 Each party hereto shall do and perform or cause to be done
and performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other
party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 


(i)                                     Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of Delaware and of the United States of America, in each case
located in the County of New Castle, for any action, proceeding or
investigation in any court or before any governmental authority arising out of
or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any action, proceeding or investigation relating thereto
except in such courts), and further agrees that service of any process,
summons, notice or document by registered mail to its respective address set
forth in this Agreement shall be effective service of process for any action,
proceeding or investigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any objection to
the laying of venue of any action, proceeding or investigation arising out of
this Agreement or the transactions contemplated hereby in the courts of the
State of Delaware or the United States of America, in each case located in the
County of New Castle, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action,
proceeding or investigation brought in any such court has been brought in an
inconvenient forum.


 


[Signature Pages Follow]


 


9

















 


IN WITNESS WHEREOF, the parties have entered this Agreement effective
as of the date set forth above.


 


 


	
   

  	
  TOREADOR RESOURCES CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Charles J. Campise

  
	
   

  	
   

  	
  Name:

  	
  Charles J. Campise

  
	
   

  	
   

  	
  Title:

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NANES BALKANY PARTNERS I LP, a

  
	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: Nanes Balkany Partners LLC, its General

  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julien Balkany

  
	
   

  	
   

  	
  Name:

  	
  Julien Balkany

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nigel J. Lovett

  
	
   

  	
   

  	
  Name: Nigel J. Lovett

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. McLaughlin

  
	
   

  	
   

  	
  Name: John M. McLaughlin

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julien Balkany

  
	
   

  	
   

  	
  Name: Julien Balkany

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Hill

  
	
   

  	
   

  	
  Name: Peter Hill

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. McKenzie

  
	
   

  	
   

  	
  Name: Craig M. McKenzie

  



 


10
















 


EXHIBIT A


 


LOVETT SEPARATION AND MUTUAL RELEASE AGREEMENT


 

















 


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 


 


A-1

















 


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 


 


A-2

















 


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-3

















 


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 


 


A-4

















 


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 


 


A-5

















 


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 


 


A-6

















 


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.


 


A-7

















 


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.


 


A-8
















 


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]


 


A-9

















 


	
  AGREED on the dates shown below:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NIGEL LOVETT

  	
   

  	
  TOREADOR RESOURCES CORPORATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Nigel Lovett  

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date Signed

  	
   

  	
  Date Signed

  



 


A-10

















 


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-11

















 


EXHIBIT B


 


FORM OF INDEMNITY AGREEMENT


 


A-12

















 


EXHIBIT
B


 


LOVETT
RELEASE AGREEMENT


 

















 


STOCKHOLDER RELEASE AGREEMENT


 


This
Stockholder Release Agreement (the “Agreement”) is made by and between
Nigel Lovett (the “Individual”) and the stockholder of Toreador
Resources Corporation (the “Company”) who signs below (the “Stockholder”).


 


RECITALS


 


WHEREAS, the
Individual is the Company’s President and Chief Executive Officer and a member
of the Company’s Board of Directors (the “Board”);


 


WHEREAS, the
Stockholder desires for the Individual to resign his positions;


 


WHEREAS, the
Individual has agreed to resign if, among other things, the Stockholder
releases all legal claims against him; and


 


WHEREAS, the
Stockholder 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.               Resignation.  The Individual agrees to resign his positions
as the Company’s President and Chief Executive Officer and as a member of the
Board immediately as of the date he receives fully executed copies of (a) the
Separation and Mutual Release Agreement being contemporaneously entered with
the Company; (b) this Agreement; and (c) the Indemnity Agreement
being contemporaneously entered with the Company (the “Resignation Date”).


 


2.               Mutual Releases.


 


a.                                       By the
Individual.  In consideration of the
Stockholder’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, direct or indirect, that he or they,
individually, collectively, or otherwise, may have or assert against (i) the
Stockholder; (ii) any parent, subsidiary, or affiliate of the Stockholder;
(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, 


 


B-1

















 


insurers, attorneys, successors, and assigns of the entities just named
in (i)-(iii) (collectively the “Stockholder 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 member of the Company’s Board and an employee of the
Company and the resignation from those positions; and (ii) any other
alleged act, breach, conduct, negligence, gross negligence, or omission of the
Stockholder or any of the other Stockholder 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 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”).


 


b.                                      By the
Stockholder.  In consideration of the
Individual’s undertakings in this Agreement, the Stockholder, on behalf of
itself and its employees, subsidiaries, affiliates, successors, and assigns
(collectively, the “Stockholder 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 in any other
capacity for the Company or its subsidiaries or affiliates; and (ii) any
other alleged act, breach, conduct, negligence, gross negligence, or omission
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.


 


3.               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.


 


4.               Authority to Execute.  The Stockholder represents and warrants that
it has the authority to execute this Agreement on behalf of all the Stockholder
Releasing Parties.


 


5.               Governing Law; Severability;
Interpretation.  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 


 


B-2

















 


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.


 


6.               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.


 


7.               Entire Agreement.  This Agreement contains and represents the entire
agreement of the parties with respect to the Individual’s resignation and the
release of claims by the Stockholder by reason of his resignation, and
supersedes all prior agreements and understandings, written and oral, between
the parties with respect to the Individual’s resignation and the release of
claims by the Stockholder upon or by reason of his resignation.


 


8.               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 the Stockholder.


 


9.               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.


 


10.         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.


 


B-3

















 


	
  AGREED on the dates shown below:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NIGEL LOVETT

  	
   

  	
  NANES
  BALKANY PARTNERS I LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Nanes
  Balkany Partners LLC

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
	
  Nigel Lovett

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Julien
  Balkany

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
	
  Date Signed:

  	
   

  	
   

  	
  Date Signed:

  



 


B-4

















 


EXHIBIT
C


 


MCLAUGHLIN
RESIGNATION AND MUTUAL RELEASE AGREEMENT


 
















 


RESIGNATION AND MUTUAL RELEASE AGREEMENT


 


This Resignation and Mutual Release Agreement (the “Agreement”)
is made by and between John Mark McLaughlin (the “Individual”) and
Toreador Resources Corporation (the “Company”).


 


RECITALS


 


WHEREAS, the Individual has served as Chairman of the Company’s Board
of Directors (the “Board”);


 


WHEREAS, the Individual has agreed to resign his position as Chairman
of the Board; 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.               Resignation and
Effect of Resignation.  The
Individual agrees to resign his position as Chairman of the Board simultaneous
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.


 


2.               Director
Compensation and Fees.  On or before
the Resignation Date, the Company shall remit in full to the Individual his
accrued unpaid compensation and fees due as an independent director of the
Company.


 


3.               Stock Options.  Based on the Individual’s participation in
the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan
(the “Stock Option Plan”), the Individual received options to purchase
Company stock that are reflected on the summary attached as Exhibit A to
this Agreement (the “Option Awards”). 
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.  Any Option Awards which have not vested prior
to the Resignation Date are terminated. 
The Company agrees that the Individual shall have three months following
the Resignation Date to exercise all his options which have not terminated
prior to the Resignation Date pursuant to the immediately preceding sentence.


 


C-1

















 


4.               Restricted Stock.  By signing this Agreement, the Company
represents and warrants that the Individual has no awards of restricted stock
from the Company.


 


5.               Removal of
Restrictive Legends From Stock Certificates.  The Company acknowledges and agrees that the
Individual acquired and fully paid for 100,000 shares of the Company’s common
stock on December 16, 1998 and October 21, 2002 and that the stock
certificates representing such stock contain restrictive legends.  Promptly after receipt from the Individual of
a signed copy of the letter attached as Exhibit C to this Agreement, the
Company shall promptly cause such restrictive legends to be removed from the
stock certificates.


 


6.               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 service as a member of
the Board or his resignation from such position; (ii) any contract or
agreement between, concerning, or relating to the parties; and (iii) 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 or relating to the breach or enforcement of this Agreement,
that certain Settlement Agreement by and among the Company, Nanes Balkany
Partners I LP, Nigel J. Lovett, the Individual, 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, 


 


C-2

















 


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 in 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 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.


 


7.               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 officers and directors through the Company’s certificate of
incorporation and/or bylaws.


 


8.               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 


 


C-3

















 


expend pursuant to this Paragraph 8(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 8
and under the Indemnity Agreement referred to in Paragraph 8(b).


 


(e)                                  Other
Indemnification Rights.  The rights
of the Individual under this Paragraph 8 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.


 


9.               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 June 30, 2009, 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.  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.


 


10.         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



 


C-4

















 


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.


 


11.         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.


 


12.         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.


 


13.         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.


 


14.         Entire Agreement.  This Agreement and the Indemnity Agreement
contain and represent the entire agreements 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.


 


15.         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.


 


16.         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.


 


17.         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.


 


C-5

















 


18.         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.


 


 


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


 


C-6

















 


AGREED on the dates shown below:


 


	
  JOHN MARK MCLAUGHLIN

  	
   

  	
  TOREADOR RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  John Mark
  McLaughlin

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date Signed

  	
   

  	
  Date Signed

  



 


C-7

















 


EXHIBIT A


 


SUMMARY OF STOCK OPTIONS


 


	
  Name

  	
   

  	
  Total

  Options

  Granted

  and Vested

  	
   

  	
  Exercise

  Price

  	
   

  	
  Grant

  Date

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  5,000

  	
   

  	
  $

  	
  3.00

  	
   

  	
  June 1, 1999

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  5,000

  	
   

  	
  $

  	
  3.875

  	
   

  	
  October 28, 1999

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  10,000

  	
   

  	
  $

  	
  5.50

  	
   

  	
  May 18, 2000

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  15,000

  	
   

  	
  $

  	
  5.95

  	
   

  	
  May 17, 2001

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  15,000

  	
   

  	
  $

  	
  4.12

  	
   

  	
  May 30, 2002

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  15,000

  	
   

  	
  $

  	
  3.10

  	
   

  	
  June 19, 2003

  	
   

  
	
  J.M. McLaughlin

  	
   

  	
  10,000

  	
   

  	
  $

  	
  4.95

  	
   

  	
  May 20, 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-8

















 


EXHIBIT B


 


FORM OF INDEMNITY AGREEMENT


 


C-9






 












 


EXHIBIT C


 


LETTER REQUESTING REMOVAL OF RESTRICTIVE
LEGEND


 


September     , 2009


 


Toreador Resources Corporation


Attn:  Chief Financial Officer


13760 Noel Road, Suite 1100


Dallas, Texas  75240


 


Dear Sir:


 


John Mark McLaughlin (the “Stockholder”) requests that the restrictive
legend be removed from his stock certificate representing 100,000 shares of
common stock of Toreador Resources Corporation (the “Company”), because he is
not an affiliate and has beneficially owned the shares for at least one year
and has met all the requirements of Rule 144 (the “Rule”).  In that connection, the Stockholder hereby
represents:


 


1.                                       Neither the
Stockholder, nor any person or entity listed below, presently is, or in the
prior three months has been, an officer, director, more than 10% shareholder of
the Company or, in any other way, an “Affiliate” of the Company as that term is
used in paragraph (a) of Rule 144 (i.e., a person or entity that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Company):


 


a.             Any Affiliate of
the Stockholder;


 


b.                                      Any trust or
estate in which the Stockholder or any person specified in (a) collectively
own 10% or more of the beneficial interest or of which the Stockholder or any
such person serves as trustee, executor or in any similar capacity;


 


c.                                       Any corporation
or organizations in which the Stockholder or any person specified in (a) are
the beneficial owners collectively of 10% or more of any class of equity
securities or 10% or more of the equity interest.


 


2.                                       The shares are “restricted
securities,” as that term is used in Rule 144(a)(3), and the Stockholder
acquired and fully paid for the shares on December 16, 1998 and October 21,
2002, in the following manner:


 


a.                                       method of
acquisition: Acquired the shares of convertible preferred stock from the
Company and converted the convertible preferred stock into common stock.


 


b.                                      manner of
payment:  An aggregate of $


 


3.                                       The stock has
been both owned and fully paid for by the Stockholder for of in excess of 


 


C-10

















 


one (1) year.


 


4.                                       The Stockholder
consents to Company communicating and conferring with the Company, its
attorneys, and its transfer agent in connection with the above request, and the
Company, the Company’s counsel and the Company’s transfer agent are authorized
to rely on the representations herein in connection with this sale.


 


 


Very truly yours,


 


 


John Mark McLaughlin


 


C-11

















 


EXHIBIT
D


 


MCLAUGHLIN
RELEASE AGREEMENT


 

















 


STOCKHOLDER RELEASE AGREEMENT


 


This Stockholder Release Agreement (the “Agreement”) is made by
and between John Mark McLaughlin (the “Individual”) and the stockholder
of Toreador Resources Corporation (the “Company”) who signs below (the “Stockholder”).


 


RECITALS


 


WHEREAS, the Individual is the Chairman of the Company’s Board of
Directors (the “Board”);


 


WHEREAS, the Stockholder desires for the Chairman to resign his
position;


 


WHEREAS, the Individual has agreed to resign if, among other things,
the Stockholder releases all legal claims against him; and


 


WHEREAS, the Stockholder 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.               Resignation.  The Individual agrees to resign his position
as Chairman of the Board immediately as of the date he receives fully executed
copies of (a) the Resignation and Mutual Release Agreement being
contemporaneously entered with the Company; (b) this Agreement; and (c) the
Indemnity Agreement being contemporaneously entered with the Company (the “Resignation
Date”).


 


2.               Mutual
Releases.


 


a.                                       By the
Individual.  In consideration of the
Stockholder’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, direct or indirect, that he or they,
individually, collectively, or otherwise, may have or assert against (i) the
Stockholder; (ii) any parent, subsidiary, or affiliate of the Stockholder;
(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)


 


D-1

















 


(collectively the “Stockholder 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 member of the Company’s Board and the resignation of
that position; and (ii) any other alleged act, breach, conduct,
negligence, gross negligence, or omission of the Stockholder or any of the
other Stockholder 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 that certain Settlement Agreement by and among the Company, Nanes
Balkany Partners I LP, Nigel J. Lovett, the Individual, Julien Balkany, Craig
M. McKenzie and Peter Hill, effective the date hereof (the “Settlement
Agreement”).


 


b.                                      By the
Stockholder.  In consideration of the
Individual’s undertakings in this Agreement, the Stockholder, on behalf of
itself and its employees, subsidiaries, affiliates, successors, and assigns
(collectively, the “Stockholder 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 in any other
capacity for the Company or its subsidiaries or affiliates; and (ii) any
other alleged act, breach, conduct, negligence, gross negligence, or omission
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.


 


3.               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.


 


4.               Authority
to Execute.  The Stockholder
represents and warrants that it has the authority to execute this Agreement on
behalf of all the Stockholder Releasing Parties.


 


5.               Governing
Law; Severability; Interpretation. 
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 


 


D-2

















 


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.


 


6.               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.


 


7.               Entire
Agreement.  This Agreement contains
and represents the entire agreement of the parties with respect to the
Individual’s resignation and the release of claims by the Stockholder by reason
of his resignation, and supersedes all prior agreements and understandings,
written and oral, between the parties with respect to the Individual’s
resignation and the release of claims by the Stockholder upon or by reason of
his resignation.


 


8.               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 the Stockholder.


 


9.               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.


 


10.         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.


 


D-3

















 


AGREED on the dates shown below:


 


	
  JOHN MARK
  MCLAUGHLIN

  	
   

  	
  NANES
  BALKANY PARTNERS I LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Nanes
  Balkany Partners LLC

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
	
  John Mark
  McLaughlin

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Julien
  Balkany

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
	
  Date Signed:

  	
   

  	
   

  	
  Date Signed:

  



 


D-4

















 


EXHIBIT
E


 


FORM OF
INDEMNITY AGREEMENT


 

















 


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, 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 


 


E-1

















 


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.


 


E-2
















 


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.


 


E-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 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 


 


E-4

















 


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
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 


 


E-5

















 


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 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 


 


E-6

















 


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.


 


(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 


 


E-7

















 


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.


 


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 


 


E-8

















 


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
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 


 


E-9

















 


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.


 


(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 


 


E-10

















 


(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:


 


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


 


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


 


 


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


 


E-11

















 


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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


E-12
















 


EXHIBIT
F


 


LETTER
AGREEMENT


 

















 


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 


 


F-1

















 


(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 


 


F-2

















 


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]


 


F-3

















 


	
  TOREADOR RESOURCES CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  (Print Address)

  	
   

  
	
   

  	
   

  
	
  (Print Address)

  	
   

  
	
   

  	
   

  
	
  (Print Telephone Number)

  	
   

  



 


F-4

















 


EXHIBIT
G


 


PRESS
RELEASE


 

















 


	
  

  	
   

  	
  Toreador Resources

  
	
   

  	
  13760 Noel Road

  
	
   

  	
  Suite 1100

  
	
   

  	
  Dallas, Texas 75240

  
	
   

  	
  214 559 3933

  
	
   

  	
  Fax 214 559 3945

  
	
   

  	
  www.toreador.net

  



 


NEWS RELEASE


 


TOREADOR RESOURCES AND NANES BALKANY REACH
AGREEMENT


 


Company Appoints Craig McKenzie, Dr. Peter
Hill and Julien Balkany to Board;


McKenzie to Serve as Interim CEO, Dr. Hill
as Non-Executive Chairman


 


Company Committed to Maximizing Value for
Shareholders and Maintaining Focus on 

Core Assets in France and Hungary; Will Redeem Stockholder Rights Plan


 


Dallas, TX and New York, NY – (January 23, 2009)
– Toreador Resources Corporation (“Toreador” or the “Company”) (NASDAQ: TRGL)
and Nanes Balkany Partners I LP (“Nanes
Balkany”), one of its largest stockholders, announced today that they
have entered into a settlement agreement (the “Agreement”) pursuant to which
the Company has appointed three new members to Toreador’s Board of Directors,
Nigel J. Lovett has resigned as Chief Executive Officer, President and a
director of the Company, and John M. McLaughlin has resigned as a non-executive
Chairman and a director.  The Company has
also appointed Craig McKenzie interim CEO effective
immediately, while a search for a permanent CEO is completed.


 


Under the terms of the Agreement, Toreador has appointed Julien
Balkany, Craig McKenzie and Dr. Peter Hill to its Board of Directors.  Accordingly, Nanes Balkany has withdrawn its
nomination to elect a slate of three nominees to the Board at the 2009 annual
meeting.  The Company
has also agreed to redeem the Stockholder Rights Plan announced November 20,
2008 after obtaining the requisite approvals from its lender.


 


Herb Williamson, Vice Chairman of the
Toreador Board, said, “We are pleased to have reached this meaningful agreement
and believe this outcome is in the best interests of the Company and all of our
stockholders.  Toreador has a great
portfolio of oil and gas assets and we are confident that with the addition of
Balkany, McKenzie and Hill, the Board will be able to continue its commitment
to corporate governance best practices and will have the proactive support of
our stockholders in order that Toreador can achieve its true potential and
ambitious goals.  Going forward, we will
continue to implement a cohesive strategic plan to enhance our operational and
financial performance, following through with the planned divestiture of the
Turkish operations and refocusing the Company’s efforts on its exciting
upcoming exploration program in France and Hungary.”


 


Julien Balkany, Managing Member and Chief Investment Officer of Nanes
Balkany Partners, stated, “We are
pleased to have resolved our differences with Toreador amicably and we look
forward to working together constructively with the remaining directors towards
our common objective of maximizing stockholder value. Toreador’s renewed
strategic direction as well as the appointment of Craig McKenzie as interim CEO
and Dr. Peter Hill as non-executive Chairman, 


 


G-1

















 


two industry experts with outstanding
experience in the oil and gas industry, is an extremely positive step for the
Company. Together, we will work diligently and proactively to position Toreador
for success and unlock value for all stockholders.”


 


Biographies of the newly appointed Directors:


 


Craig Morgan McKenzie has over 23 years of
experience in the oil and gas industry. Mr. McKenzie served as Chief
Executive Officer and Director of Canadian Superior Energy Inc., a Canadian oil
and gas exploration and production company with upstream operations in Canada,
Trinidad & Tobago and Tunisia/Libya, from October 2007 until December 2008.  Prior to joining Canadian Superior Energy
Inc., Mr. McKenzie served as the President, BG Trinidad & Tobago
of BG Group plc, a gas exploration and production company, from May 2004
to September 2007, and served as a member of the Atlantic LNG shareholders’
board, from September 2004 to September 2007.  Prior to joining BG Group plc, Mr. McKenzie
was at BP plc, following its merger with Amoco Corporation, from 1986 to May 2004
where he held various senior positions including, but not limited to, Head of
North Sea Projects and Exploration Unit, Executive Assistant of Group Chief
Executive and Lead Negotiator of the M&A Group. Mr. McKenzie holds a
BS in Petroleum Engineering from Louisiana State University and an MBA from
Kellogg School of Management at Northwestern University.


 


Peter J. Hill has over thirty five years of experience in
the oil and gas industry. Dr. Hill has been serving as Non Executive
Chairman of Austral Pacific Energy since 2006. Concomitantly Dr. Hill has
been a Senior Advisor to Palo Alto Investors, a California-based private
investment company since 2008. Dr. Hill served as President and Chief
Executive of Harvest Natural Resources (ticker: HNR), a US oil and gas
exploration and production companies with operations in Venezuela, the Gulf of
Mexico, Gabon and Indonesia, from 2000 to 2005. Prior to joining Harvest
Natural resources, Dr. Hill was Chief Operating Officer and Executive
Director of Hardy Oil & Gas in London, from 1998 until 2000. From 1995
until 1997, Dr. Hill served as Managing Director of Deminex and was
responsible for its worldwide exploration and production activities. Prior to
1995, Dr. Hill spent 22 years with BP plc holding several senior positions
including Chief Geologist, Chief of Staff for BP Exploration, President of BP
Venezuela and Regional Director for Central and South America. Dr. Hill
holds a B.S. Degree in Geology from Southampton University, and a shared
Doctorate of Philosophy in Sedimentology from Southampton University and
Trinity College.


 


Julien Balkany has been serving as a
managing member and Chief Investment Officer of Nanes Balkany Partners LLC
since January 2008.  Concomitantly, Mr. Balkany
has been a Managing Director at Nanes Delorme Capital Management LLC, a New
York based financial advisory and broker-dealer firm, managing its oil and gas
investment banking business since 2005. Mr. Balkany has executed several
hundred million dollars worth of oil & gas transactions on both the
buy-side and sell-side. Mr. Balkany’s most notable M&A assignments
have included advising Maurel & Prom, PetroFalcon Corp., Lundin
Petroleum, Heritage Oil Corp, Afren Plc, Perenco, Tullow, Vitol, Candax Energy,
Carthago Oil, Range Energy and Surestream Petroleum.  Before joining Nanes Delorme Capital
Management LLC and co-founding Nanes Balkany Partners, Mr. Balkany worked
at Pierson Capital, a U.S. private investment firm focused primarily on
emerging markets, from 2003 to 2005. Prior to that Mr. Balkany gained
significant expertise in the Latin America Debt Capital Markets Group of Bear
Stearns.  Mr. Balkany studied
Political 


 


G-2

















 


Science at the Institute of Political Studies
(France) and Finance at UC Berkeley.


 


About Toreador Resources


 


Toreador Resources Corporation is an independent international energy
company engaged in the acquisition, development, exploration and production of
natural gas, crude oil and other income-producing minerals. The company holds
interests in developed and undeveloped oil and gas properties in France,
Turkey, Romania and Hungary. More information about Toreador may be found at
the company’s web site, http:///www.toreador.net.


 


Safe-Harbor Statement – Except
for the historical information contained herein, the matters set forth in this
news release are “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Toreador intends that all such
statements be subject to the “safe-harbor” provisions of those Acts. Many
important risks, factors and conditions may cause Toreador’s actual results to
differ materially from those discussed in any such forward-looking statement.
These risks include, but are not limited to, estimates of reserves, estimates
of production, future commodity prices, exchange rates, interest rates,
geological and political risks, drilling risks, product demand, transportation
restrictions, the ability of Toreador to obtain additional capital, whether
Toreador obtains approval to redeem the rights under the Stockholder Rights
Plan, whether the previously disclosed Romanian transactions are completed
in accordance with their terms, whether the transaction to sell a 26.75%
interest in the South Akcakoca Sub-basin is completed on the terms
contemplated, and other risks and uncertainties described in the company’s
filings with the Securities and Exchange Commission. The historical results
achieved by Toreador are not necessarily indicative of its future prospects.
The company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


 


# # #


 


Contact:


Toreador Resources:


Charles J. Campise


Senior Vice President and Chief Financial Officer


(214) 559-3933


 


Nanes Balkany Partners:


Sard Verbinnen & Co.


Paul Caminiti/Dan Gagnier/Jane
Simmons, (212) 687-8080


 


G-3

















 


EXHIBIT
H


 


FORM OF
INDEMNITY AGREEMENT


 
















 


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 


 


H-1

















 


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 


 


H-2

















 


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


 


H-3

















 


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.


 


H-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.


 


H-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 


 


H-6

















 


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.


 


(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 


 


H-7

















 


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.


 


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.


 


H-8
















 


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 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 


 


H-9

















 


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.


 


(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 


 


H-10

















 


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).


 


 


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


 


H-11

















 


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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


H-12