Exhibit 10.4


 


INDEMNITY AGREEMENT


 


This Agreement made and entered
into as of this 22nd day of January, 2009, by and between Toreador Resources
Corporation, a Delaware corporation (the “Company”), and
                      
(“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 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7.      Procedure for
Determination of Entitlement to Indemnification.


 


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


 


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


 


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(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.


 


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


 


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


 


9.                   Remedies of Indemnitee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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22.            Counterparts, Modification,
Headings, Gender.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


 


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blank; signatures on following page]


 


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


 


	
   

  	
  TOREADOR
  RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE: