2008 EMPLOYMENT AGREEMENT

EXHIBIT 10.6

2008 EMPLOYMENT AGREEMENT

          This 2008 EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 12th day of March, 2008 (the “ Effective Date ”), by and between Toreador Resources Corporation, a Delaware corporation (the “ Company ”) and Nigel J. Lovett (“ Executive ”) of the Company.

     A. The parties hereto intend that this Agreement shall become effective upon the Effective Date.

     B. The Company currently employs Executive in an executive capacity with the Company.

     C. The Company desires to continue its employment of Executive in an executive capacity with the Company, and Executive desires to continue his employment with the Company pursuant to the terms set forth in this Agreement.

     D. The Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the continued employment of Executive.

     E. This Agreement is a condition of Executive’s continued employment and is ancillary thereto.

     NOW, THEREFORE, in consideration of the mutual premises and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

          (a) “ Annual Base Salary ” shall mean Executive’s gross annual salary before any deductions, exclusions or any deferrals or contributions under any Company plan or program of the Company, but excluding bonuses, incentive compensation, employee benefits or any other non-salary form of compensation.

          (b) “ Cause ” shall mean (i) Executive’s commission of a dishonest or fraudulent act in connection with Executive’s employment, or the misappropriation of Company property; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) Executive’s inattention to duties, unsatisfactory performance, or failure to perform Executive duties hereunder, provided in each case the Company gives Executive written notice and thirty (30) days to correct Executive’s performance to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of Executive’s fiduciary duties in any material respect, provided in each case the Company gives Executive written notice and thirty (30) days to correct; (vi) Executive’s failure to comply in any material respect with any legal written directive of the Board of Directors of the Company (the “ Board ”); or (vii) any act or omission of Executive which is of substantial detriment to the Company because of Executive’s intentional failure to

comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled). Any determination of whether an Executive should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board of Directors, and shall be binding upon all parties affected thereby.

          (c) “ Change in Control ” means any one of the following, except as otherwise provided herein: (i) during any period of two (2) consecutive years, individuals who, at the beginning of such period constituted the entire Board, cease for any reason (other than death) to constitute a majority of the directors, unless the election, or the nomination for election, by the Company’s stockholders, of each new director was approved by a vote of a least a majority of the directors then still in office who were directors at the beginning of the period; (ii) any person or group of persons (i.e., two or more persons agreeing to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (other than any “group” deemed to exist by virtue of aggregating the number of securities beneficially owned by any or all of the current directors of the Company (and the “Affiliates” of such directors, as that term is defined below) serving as such as of May 19, 2005 (collectively, the “ Exempt Group ”)) together with his or its Affiliates, becomes the beneficial owner, directly or indirectly, of 50.1% or more of the voting power of the Company’s then outstanding securities entitled generally to vote for the election of the Company’s directors; (iii) the merger or consolidation of the Company with or into any other entity if the Company is not the surviving entity (or the Company is the surviving entity but voting securities of the Company are exchanged for securities of any other entity) and any person or group of persons (other than the Exempt Group), together with his or its Affiliates, is the beneficial owner, directly or indirectly, of 50.1% or more of the surviving entity’s then outstanding securities entitled generally to vote for the election of the surviving entity’s directors; or (iv) the sale of all or substantially all of the assets of the Company or the liquidation or dissolution of the Company. For purposes of this Section 1(c) , the term “ Affiliate ” with respect to any person shall mean any person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. Notwithstanding the foregoing provisions of this Section 1(c) , in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” shall be the definition provided for under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations or other guidance issued thereunder.

          (d) “ Disability ” shall mean a physical or mental condition which, in the judgment of the Board (excluding Executive, if applicable) prevents Executive from performing the essential functions of Executive’s position with the Company, even with reasonable accommodation, for a period of not less than ninety (90) consecutive days.

          (e) “ Good Reason ” shall mean (i) failure to elect or reelect or otherwise to maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company (or any successor thereto by operation of law or otherwise), as the case may be, which Executive holds at the Effective Date; (ii) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive holds at the Effective Date, or (B) a reduction in

Executive’s Annual Base Salary set forth in Section 2(b) received from the Company and the annual bonus opportunity available to Executive for the year in which the termination occurs under the Company’s then existing bonus program applicable to Executive, any of which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such change, reduction or termination, as the case may be; (iii) the Company relocates its principal executive offices (if such offices are the principal location of Executive’s work), or requires Executive to have his or her principal location of work changed, to any location that, in either case, is in excess of twenty-five (25) miles from the location thereof at the Effective Date; or (iv) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such breach.

          (f) “ Incentive Plan ” shall mean the Toreador Resources Corporation 2005 Long-Term Incentive Plan (or any successor plan thereto).

          (g) “ Subsidiary ” shall mean an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding voting stock or other voting equity thereof.

          (h) “ Voluntary Resignation ” shall mean any termination of Executive’s employment with the Company upon such Executive’s own initiative, including Executive’s retirement other than termination of Executive’s employment for Good Reason which shall not be deemed a “ Voluntary Resignation ” for purposes of this Agreement.

SECTION 2
COMPENSATION AND BENEFITS

          (a) Duties . Executive’s title is President and Chief Executive Officer and Executive will report directly to the Board. Executive shall faithfully, diligently and to the best of his ability perform such duties as are customarily performed by such officers of companies of similar size and in the same industry as the Company, together with such other duties as are mutually agreed by Executive and the Board of the Company from time to time (which duties shall be consistent with his titles and positions as set forth above), and shall devote substantially all of his business time to the management of the business of the Company. Executive shall perform Executive’s duties principally at the principal place of business of the Company located in Dallas, Texas or such other location as is consented to by Executive, with such travel to such other locations from time to time as Executive reasonably determines to be appropriate for the discharge of his duties or as the Board may prescribe. Without limiting the foregoing, such duties shall, at the request of the Board, include serving as an officer or director of any subsidiary of the Company, without compensation. For services as an officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the Certificate of Incorporation and Bylaws of the Company to the fullest extent permitted by law, which indemnification shall remain effective after termination of the Agreement with respect to Executive’s actions and inaction during the term hereof.

          (b) Annual Base Salary . Executive’s Annual Base Salary is $360,000. This amount will be subject to applicable deductions and withholding. From time to time, but no less than annually, the Annual Base Salary shall be subject to review by the Board, and any adjustment shall be subject to the approval of Executive. In the event the Annual Base Salary is adjusted, such adjusted Annual Base Salary shall be payable to Executive under this Agreement and in accordance with the pay practices of the Company for that fiscal year and each subsequent fiscal year (unless adjusted in the future pursuant to this paragraph), provided that no downward adjustment shall be made without Executive’s consent.

          (c) Vacation . For each calendar year during which Executive is employed by the Company, Executive shall be entitled to four (4) weeks of paid vacation, to be taken in accordance with the Company’s policy then in effect. Such vacations shall be taken at such times as are consistent with the reasonable business needs of the Company.

          (d) Bonus Plan . Executive shall be a participant in the Company’s annual bonus plan subject to the attainment of performance objectives and other provisions of such plan in effect each year of this Agreement.

          (e) Equity Awards . During his employment during the term of this Agreement, Executive shall receive, subject to approval of the Company’s Compensation Committee and the terms and conditions of the Incentive Plan and any applicable award agreement, the following equity incentive awards:

               (i) A grant of (A) twenty thousand (20,000) shares of Common Stock (as such term is defined in the Incentive Plan) on January 25, 2009, provided Executive is employed by the Company on such date; (B) thirty thousand (30,000) shares of Common Stock on January 25, 2010, provided Executive is employed by the Company on such date; and (C) forty thousand (40,000) shares of Common Stock on January 25, 2011, provided Executive is employed by the Company on such date. Should Executive submit his Voluntary Resignation or be terminated for Cause or because of his death or Disability, the balance of the shares not awarded as of such termination of employment shall not be awarded. Notwithstanding anything to the contrary contained herein, any shares to be awarded pursuant to this Section 2(e)(i) shall be immediately awarded to Executive, in accordance with, and subject to any limitations contained within the Incentive Plan, in the event (A) Executive’s employment with the Company is terminated by the Company for any reason other than Cause; (B) Executive resigns for Good Reason; or (C) a Change in Control occurs during the Employment Term and, following such Change in Control, (1) Executive’s employment is terminated without Cause; (2) Executive is demoted from the positions of Chief Executive Officer and President; or (3) Executive’s authorities, powers, functions, responsibilities or duties attached to Executive’s position with the Company which Executive holds at the Effective Date are materially reduced.

               (ii) A grant of one hundred thousand (100,000) shares of Restricted Stock (as such term is defined in the Incentive Plan) as soon as administratively practicable following the Effective Date and subject to the Company’s stockholder’s approval of an increase in authorized shares available for awards under the Incentive Plan (including, without limitation, approval of increases in the individual grant limitations set forth in the Incentive Plan), which

shall vest equally over three years, beginning on the first anniversary of the date of grant of such award.

               (iii) A grant of options to purchase one hundred thousand (100,000) shares of Common Stock, with an exercise price equal to the fair market value of the Common Stock on the date of grant and subject to vesting equally over three years, beginning on the first anniversary of the date of grant. Such options shall be a combination of “incentive stock options” (within the meaning of Section 422 of the Code), to the extent permissible under the Code, and nonqualified stock options.

          (f) Benefit Plans . During his employment pursuant to this Agreement, subject to eligibility requirements and applicable employee contributions, and except as otherwise expressly provided in this Agreement, Executive shall be entitled to participate in the Company sponsored employee benefit plans, pension plans, 401(k) plans, medical benefit plans, group life insurance plans, hospitalization plans, or other employee welfare plans that the Company may adopt for employees generally from time to time during Executive’s employment pursuant to this Agreement, and as such plans may be modified, amended, terminated, or replaced from time to time. In addition, Executive shall receive such other compensation as the Board of the Company (or a committee thereof designated by the Board) may from time to time determine to pay Executive whether in the form of bonuses, stock options, incentive compensation or otherwise. Notwithstanding anything to the contrary contained herein, the Company retains the right to amend, modify or terminate any of its employee benefit plans, policies or programs at any time.

          (g) Fringe Benefits . During his employment pursuant to this Agreement, and except as otherwise provided in this Agreement, Executive shall be entitled to participate on substantially the same terms and conditions in the Company sponsored fringe benefits generally provided to similarly situated personnel, such as sick pay.

          (h) Reimbursement of Expenses . The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Exe