Exhibit 10.2


 


Execution Version


 


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.


 

















 


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, 


 

















 


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 


 

















 


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 


 

















 


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.


 

















 


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]


 

















 


AGREED
on the dates shown below:


 


	
  JOHN
  MARK MCLAUGHLIN

  	
   

  	
  TOREADOR
  RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John Mark
  McLaughlin

  	
   

  	
  /s/ Charles J. Campise

  
	
  John Mark McLaughlin

  	
   

  	
  Name:
  Charles J. Campise

  
	
   

  	
   

  	
  Title:
  Sr. VP & CFO

  
	
   

  	
   

  	
   

  
	
        22
  Jan 09

  	
   

  	
        1/22/09

  
	
  Date Signed

  	
   

  	
  Date
  Signed

  



 

















 


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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1
















 


EXHIBIT B


 


FORM OF INDEMNITY AGREEMENT


 

















 


INDEMNITY AGREEMENT


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 


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


 


1.      Definitions.    As used in this Agreement:


 


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


 


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


 


B-1





















 


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.


 


B-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.


 


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


 


B-3

















 


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


 


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


 


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


 


7.      Procedure for Determination
of Entitlement to Indemnification.


 


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


 


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


 


B-4





















 


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


 


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


 


8.      Presumptions and Effect of
Certain Provisions.


 


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


 


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


 


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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


 


B-6





















 


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


 


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


 


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


 


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


 


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


 


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


 


B-7

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


B-8

















 


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


 


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


 


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


 


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


 


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


 


B-9
















 


22.    Counterparts, Modification,
Headings, Gender.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


B-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).


 


 


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


 


B-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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
						



 


B-12

















 


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 $             


 


C-1

















 


3.             The stock has
been both owned and fully paid for by the Stockholder for of in excess of 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-2