EMPLOYEE RESTRICTED STOCK
AWARD
TOREADOR RESOURCES
CORPORATION
2005 LONG-TERM INCENTIVE PLAN
Pursuant to the
Toreador Resources Corporation 2005 Long-Term Incentive Plan (the
“ Plan ”) for key employees, key
consultants, and outside directors of Toreador Resources
Corporation, a Delaware corporation (the “
Company ”) and its Subsidiaries,
NIGEL LOVETT
(the “ Participant ”)
has been
granted a Restricted Stock Award in accordance with
Section 6.4 of the Plan.
1. Terms
of Award . The number of shares of Common Stock awarded under
this Award Agreement (this “ Agreement ”)
is 100,000 shares (the “ Awarded Shares
”). The Date of Grant of this Award is May 15,
2008.
2.
Subject to Plan . This Agreement is subject to the terms and
conditions of the Plan, and the terms of the Plan shall control to
the extent not otherwise inconsistent with the provisions of this
Agreement. The capitalized terms used herein that are defined in
the Plan shall have the same meanings assigned to them in the Plan.
This Agreement is subject to any rules promulgated pursuant to the
Plan by the Board or the Committee and communicated to the
Participant in writing.
3.
Vesting . Except as specifically provided in this Agreement
and subject to certain restrictions and conditions set forth in the
Plan, the Awarded Shares shall be vested as follows:
(a) One-third (1/3) of the total Awarded
shares shall vest on the first anniversary of the Date of Grant,
provided the Participant is employed by (or, if the Participant is
a Consultant, is providing services to) the Company or a Subsidiary
on that date.
(b) An
additional one-third (1/3) of the total Awarded Shares shall vest
on the second anniversary of the Date of Grant, provided the
Participant is employed by (or, if the Participant is a Consultant,
is providing services to) the Company or a Subsidiary on that
date.
(c) The
remaining one-third (1/3) of the total Awarded Shares shall vest on
the third
anniversary of the Date of Grant, provided the Participant is
employed by (or, if the Participant is a Consultant, is providing
services to) the Company or a Subsidiary on that date.
Notwithstanding
the foregoing, during the Employment Term (as defined in the
Employment Agreement dated March 12, 2008 by and between the
Company and the Participant, as may be amended (the
“Employment Agreement”)), in the event of the
occurrence of a Change in Control and, following such Change in
Control: (i) the Participant’s Termination of Service by
the Company without Cause; (ii) the Participant is demoted from the
positions of Chief Executive Officer and President; or (iii) the
Participant’s authorities, powers, functions,
responsibilities or duties attached to the Participant’s
position with the Company which the Participant held on
March 12, 2008 are materially reduced, the total restricted
stock not
previously
rested shall thereupon immediately become vested in full, without
regard to the vesting limitations set forth above.
4.
Forfeiture of Awarded Shares . Awarded Shares that are not
vested in accordance with Section 3 shall be forfeited
on the date of the Participant’s Termination of Service. Upon
forfeiture, all of the Participant’s rights with respect to
the forfeited Awarded Shares shall cease and terminate, without any
further obligations on the part of the Company.
5.
Restrictions on Awarded Shares . Awarded Shares that are not
vested in accordance with Section 3 and which are
subject to forfeiture in accordance with Section 4
shall be subject to the terms, conditions, provisions, and
limitations of this Section 5 .
(a) Subject to the
provisions of the Plan and the other terms of this Agreement, from
the Date of Grant until the date the Awarded Shares are vested in
accordance with Section 3 and no longer subject to
forfeiture in accordance with Section 4 (the “
Restriction Period ”), the Participant shall
not be permitted to sell, transfer, pledge or assign shares any of
the Awarded Shares.
(b) Except as
provided in paragraph (a) above, the Participant shall have,
with respect to his or her Awarded Shares, all of the rights of a
stockholder of the Company, including the right to vote the shares,
and the right to receive any dividends thereon.
6.
Legend . The following legend shall be placed on all
certificates representing Awarded Shares:
On the face of
the certificate:
“Transfer
of this stock is restricted in accordance with conditions printed
on the reverse of this certificate.”
“The
shares of stock evidenced by this certificate are subject to and
transferable only in accordance with that certain Toreador
Resources Corporation 2005 Long-Term Incentive Plan, a copy of
which is on file at the principal office of the Company in Dallas,
Texas. No transfer or pledge of the shares evidenced hereby may be
made except in accordance with and subject to the provisions of
said Plan. By acceptance of this certificate, any holder,
transferee or pledgee hereof agrees to be bound by all of the
provisions of said Plan.”
The following
legend shall be inserted on a certificate evidencing Common Stock
issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal and state
securities laws:
“Shares
of stock represented by this certificate have been acquired by the
holder for investment and not for resale, transfer or distribution,
have been issued pursuant to exemptions from the registration
requirements of applicable state and federal securities
2
laws, and may
not be offered for sale, sold or transferred other than pursuant to
effective registration under such laws, or in transactions
otherwise in compliance with such laws, and upon evidence
satisfactory to the Company of compliance with such laws, as to
which the Company may rely upon an opinion of counsel satisfactory
to the Company.”
All Awarded Shares
owned by the Participant shall be subject to the terms of this
Agreement and shall be represented by a certificate or certificates
bearing the foregoing legend.
7.
Delivery of Certificates . Certificates for Awarded Shares
free of restriction under this Agreement shall be delivered to the
Participant promptly after, and only after, the Restriction Period
shall expire without forfeiture in respect of such shares of Common
Stock. Certificates for shares of Common Stock forfeited pursuant
to Section 4 shall be promptly returned to the Company
by the Participant. In connection with the issuance of a
certificate for Restricted Stock, the Participant shall endorse
such certificate in blank or execute a stock power in a form
satisfactory to the Company in blank and deliver such certificate
and executed stock power to the Company. The parties acknowledge
that remedies at law will be inadequate remedies for breach of this
Section 7 and consequently agree that this
Section 7 shall be enforceable by specific performance.
The remedy of specific performance shall be cumulative of all of
the rights and remedies at law or in equity of the parties under
this Section 7 .
8.
Voting . The Participant, as record holder of the Awarded
Shares, has the exclusive right to vote, or consent with respect
to, such Awarded Shares until such time as the Awarded Shares are
transferred in accordance with this Agreement; provided ,
however , that this Section 8 shall not create
any voting right where the holders of such Awarded Shares otherwise
have no such right.
9.
Representations, Etc. Each spouse individually is bound by,
and such spouse’s interest, if any, in any Awarded Shares is
subject to, the terms of this Agreement. Nothing in this Agreement
shall create a community property interest where none otherwise
exists.
(a)
Arbitration . Except as otherwise provided in
Section 7 , all disputes and controversies of every
kind and nature between any parties hereto arising out of or in
connection with this Agreement or the transactions described herein
as to the construction, validity, interpretation or meaning,
performance, non-performance, enforcement, operation or breach,
shall be submitted to arbitration pursuant to the following
procedures:
(i) After a
dispute or controversy arises, any party may, in a written notice
delivered to the
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