Exhibit 10.1
EMPLOYMENT AGREEMENT
This AGREEMENT (this "Agreement") is made and entered into as of the 15th day
of
September 2009, by and between Toreador Resources Corporation, a Delaware
corporation (the "Company"), and Marc Sengès ("Employee").
W I T N E S S E T H :
WHEREAS, the Company desires to employ the Employee as its Chief Financial
Officer as of September 15, 2009 (the "Effective Date"); and
WHEREAS, the Company desires to enter into this Agreement embodying the terms of
such employment, and Employee desires to enter into this Agreement and to accept
such employment, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are mutually acknowledged, the Company and Employee hereby
agree as follows:
SECTION 1.
DEFINITIONS.
(A)
"ACCRUED OBLIGATIONS" SHALL MEAN (I) ALL ACCRUED BUT UNPAID BASE
SALARY THROUGH THE DATE OF TERMINATION OF EMPLOYEE'S EMPLOYMENT, (II) ANY UNPAID
OR UNREIMBURSED EXPENSES INCURRED IN ACCORDANCE WITH SECTION 1 BELOW, (III) ANY
BENEFITS PROVIDED UNDER THE COMPANY'S EMPLOYEE BENEFIT PLANS UPON A TERMINATION
OF EMPLOYMENT AND IN ACCORDANCE WITH THE TERMS CONTAINED THEREIN.
(B)
"AGREEMENT" SHALL HAVE THE MEANING SET FORTH IN THE PREAMBLE
HERETO.
(C)
"APPOINTMENT DATE" SHALL HAVE THE MEANING SET FORTH IN
SECTION 3(A) BELOW.
(D)
"BASE SALARY" SHALL MEAN THE SALARY PROVIDED FOR IN
SECTION 4(A) BELOW OR ANY INCREASED SALARY GRANTED TO EMPLOYEE PURSUANT TO
SECTION 4(A).
(E)
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE COMPANY.
(F)
"CAUSE" SHALL MEAN (I) EMPLOYEE'S ACT(S) OF GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT IN THE COURSE OF EMPLOYEE'S EMPLOYMENT HEREUNDER THAT IS OR
COULD REASONABLY BE EXPECTED TO BE MATERIALLY INJURIOUS TO THE COMPANY OR ANY
OTHER MEMBER OF THE COMPANY GROUP, (II) WILLFUL FAILURE OR REFUSAL BY EMPLOYEE
TO PERFORM IN ANY MATERIAL RESPECT HIS DUTIES OR RESPONSIBILITIES,
(III) MISAPPROPRIATION BY EMPLOYEE OF ANY ASSETS OR BUSINESS OPPORTUNITIES OF
THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP, (IV) EMBEZZLEMENT OR FRAUD
COMMITTED BY EMPLOYEE, OR AT HIS DIRECTION, (V) EMPLOYEE'S CONVICTION OF, OR
PLEADING "GUILTY" OR " NO CONTEST" TO, (A) A FELONY UNDER UNITED STATES STATE OR
FEDERAL LAW, OR (B) ANY OTHER CRIMINAL CHARGE IN ANY JURISDICTION THAT HAS, OR
COULD BE REASONABLY EXPECTED TO HAVE, A MATERIAL ADVERSE IMPACT ON THE
PERFORMANCE OF EMPLOYEE'S DUTIES TO THE COMPANY OR ANY OTHER MEMBER OF THE
COMPANY GROUP OR OTHERWISE RESULT IN MATERIAL INJURY TO THE REPUTATION OR
BUSINESS OF THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP, (VI) ANY
MATERIAL VIOLATION OF A WRITTEN COMPANY POLICY, INCLUDING BUT NOT LIMITED TO
THOSE RELATING TO SEXUAL HARASSMENT OR BUSINESS CONDUCT, AND THOSE OTHERWISE SET
FORTH IN THE MANUALS OR STATEMENTS OF WRITTEN COMPANY POLICY, OR
(VII) EMPLOYEE'S BREACH OF SECTION 9 OF THIS AGREEMENT.
(G)
"CHANGE OF CONTROL" SHALL MEAN A "CHANGE OF CONTROL EVENT" WITHIN
THE MEANING OF TREAS. REG. 1.409A-3(I)(5);