EXHIBIT 10.5
RELEASE AGREEMENT
This Agreement and Release (the
“ Release ”) is entered into between
David M. Brewer (“ Brewer ”) and Toreador
Resources Corporation, a Delaware corporation (the “
Company ”), as of this 24 th day of March,
2008.
1. Definitions .
(a)
“ Released Parties ” means the Company
and its past, present and future parents, subsidiaries, directors,
employees, divisions, successors, predecessors, employee benefit
plans and affiliated or related companies, and also each of the
foregoing entities’ past, present and future owners,
officers, directors, stockholders, investors, partners, managers,
principals, members, committees, administrators, sponsors,
executors, trustees, fiduciaries, employees, agents, assigns,
representatives and attorneys, in their personal and representative
capacities. Each of the Released Parties is an intended third-party
beneficiary of this Release.
(b)
“ Claims ” means all theories of recovery
of whatever nature, whether known or unknown, and now recognized by
the law or equity of any jurisdiction. This term includes, but is
not limited to, causes of action, charges, indebtedness, losses,
claims, liabilities, and demands, whether arising in equity or
under the common law or under any contract or statute.
2. Consideration . In
consideration of Brewer’s promises herein, including the
release of Claims against the Company, as described in
Paragraph 3 below, the Company hereby agrees to pay, at
Brewer’s request, to the Vinson & Elkins L.L.P. trust
account on behalf of Brewer by wire transfer of immediately
available funds the aggregate amount of $97,500.
3. Release of Claims
.
(a) Brewer,
on behalf of himself and his heirs, executors, administrators,
legal representatives, successors, beneficiaries, assigns and
Affiliates (as defined under Rule 405 promulgated pursuant to
the Securities Act of 1933, as amended
(“Rule 405”), including, but not limited to, any
entities, foundations or trusts under the Control (as defined under
Rule 405) of Brewer, his heirs, executors, administrators,
legal representatives, successors beneficiaries, assigns and
Affiliates (Brewer and such other persons or entities, collectively
referred to as the “Brewer Parties”), unconditionally
releases and forever discharges the Released Parties from, and
waives, any and all Claims that Brewer has or may have against any
of the Released Parties, k
