EXHIBIT 10.3
AMENDMENT NO. 2
TO THE
TOREADOR RESOURCES CORPORATION
2005 LONG-TERM INCENTIVE PLAN
TOREADOR RESOURCES CORPORATION, a
Delaware corporation (the “ Company ”),
pursuant to the authority granted in Article 9 of the Toreador
Resources Corporation 2005 Long-Term Incentive Plan (the “
Plan ”), hereby amends the Plan, effective as
of March 12, 2008, to update the provision in the Plan
governing capital adjustments made with respect to
“Awards” (as defined in the Plan) granted pursuant to
the Plan.
1. Effective as of
March 12, 2008, Article 11 is hereby amended by deleting
said Article in its entirety and substituting in lieu thereof the
following:
ARTICLE 11
CAPITAL ADJUSTMENTS
In the event that any dividend or
other distribution (whether in the form of cash, Common Stock,
other securities, or other property), recapitalization, stock
split, reverse stock split, rights offering, reorganization,
merger, consolidation, split-up, spin-off, split-off, combination,
subdivision, repurchase, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other
similar corporate transaction or event affects the fair value of an
Award, then the Committee shall adjust any or all of the fol
