EXHIBIT 10.8
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 Edward Ramirez (“
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)
“ 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.
(d)
“ 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.
(e)
“ 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.
(f)
“ 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 Senior Vice President,
Exploration and Production and Executive will report directly to
the Executive Vice President, Exploration and Production. 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
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industry
as the Company, together with such other duties as are mutually
agreed by Executive and the Executive Vice President, Exploration
and Production 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 the Executive Vice President,
Exploration and Production 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
$230,000. 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 Compensation
Committee, recommendation made to the Board and final determination
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 . Executive shall be entitled to 20 days of
paid time off (paid time off includes both vacation days and sick
days) each year of this Agreement 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)
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.
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(f)
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.
(g)
Reimbursement of Expenses . The Company shall reimburse
Executive for all reasonable out-of-pocket expenses incurred by
Executive in the course of his duties, upon presentation of
appropriate documentation of such costs as and when required by and
to the satisfaction of the Company, on a basis that is consistent
with the Company’s past practices.
(h)
Withholding and Payroll Taxes . The payment of any Annual
Base Salary and bonus or other amounts to Executive as provided
hereunder or otherwise shall be subject to applicable withholding
and payroll taxes and such other deductions as may be required by
law or under any of the Company’s policies or plans from time
to time in effect.
SECTION 3
SEVERANCE RIGHTS
(a)
Interest . Without limiting the rights of Executive at law
or in equity, if the Company fails to make any payment or provide
any benefit required to be made or provided under this
Section 3 on a timely basis, the Company will pay
interest on the amount or value thereof at an annualized rate of
interest equal to the so-called composite “U.S. prime
rate” as quoted from time to time during the relevant period
in the Money Rate Section of the edition of The Wall Street
Journal delivered in Dallas, Texas, plus 2%. Such interest will
be payable with the applicable payment or benefit. Any change in
such prime rate will be effective on and as of the date of such
change.
(b)
Continued Benefits . A termination of Executive’s
employment with the Company will not affect the rights that
Executive may have pursuant to any agreement, policy, plan, program
or arrangement of the Company or any of their Subsidiaries
providing employee benefits, which rights shall be governed by the
terms thereof, except if Executive is entitled to and is receiving
the severance benefits contemplated by this Agreement, Executive
shall not be entitled to also receive severance compensation under
any other severance plan or policy of the Company.
(c)
Resignation from Positions . Immediately upon
Executive’s termination of employment with the Company for
any reason, Executive will resign as an officer and employee of the
Company and from all other positions with the Company and its
Subsidiaries. The Company’s obligations to Executive under
this Section 3 are conditioned on Executive furnishing
such resignations and on Executive executing the release in the
form attached hereto as Exhibit A .
(d)
Termination of Employment . Either party may terminate
Executive’s employment with the Company at any time, without
notice and for any reason; provided, however:
(i)
Termination for Cause or Due to Voluntary Resignation or
Disability. If during the Employment Term, the Company
terminates Executive’s employment
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with the
Company for Cause or Executive terminates his employment due to his
Voluntary Resignation or Disability, the Company shall have no
further obligation to Executive under this Agreement except to pay
his Annual Base Salary and earned but unused vacation through his
date of termination, on or before the next regularly scheduled
pay-date after termination and to
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