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Re: Waiver, Release and Separation from Employment Letter Agreement

Waiver Agreement

Re:                             Waiver, Release and Separation from Employment Letter Agreement | Document Parties: TOREADOR RESOURCES CORP You are currently viewing:
This Waiver Agreement involves

TOREADOR RESOURCES CORP

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Title: Re: Waiver, Release and Separation from Employment Letter Agreement
Date: 3/23/2009
Industry: Oil and Gas Operations     Sector: Energy

Re:                             Waiver, Release and Separation from Employment Letter Agreement, Parties: toreador resources corp
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Exhibit 10.1

 

RETENTION AGREEMENT

 

This Agreement, entered into the 19 th  day of March, 2009, is between Toreador Resources Corporation (“Toreador”) and Charles Campise (“Employee”).

 

1.                                       Obligations of Toreador.   Toreador will offer Employee the Waiver, Release, and Separation from Employment Letter Agreement, attached hereto as Exhibit A, upon the date of Employee’s termination (currently scheduled for August 30, 2009); provided that the Employee has not voluntarily terminated his or her employment or been terminated for “Cause.”

 

2.                                       Obligations of Employee.   Employee agrees to work for Toreador until Toreador terminates Employee’s employment.  Toreador will not be obligated to offer Employee the Waiver, Release, and Separation from Employment Letter Agreement if Employee voluntarily resigns his/her employment with Toreador prior to the date that Toreador terminates Employee’s employment or if Employee is terminated for “Cause.”

 

3.                                       Definition of Cause.   For purposes of this Agreement, Employee’s termination will be for Cause if the Employee:

 

1)               Is convicted of a felony (as defined in the Texas Penal Code);

2)               Pleads guilty or no contest to a felony;

3)               Perpetrates fraud on, embezzles from, or breaches a fiduciary duty owed to Toreador;

4)               Commits a material violation of Toreador policy; or

5)               Engages in misconduct that results in material harm to Toreador.

 

4.                                       Changes to the Separation Benefits.  The Waiver, Release, and Separation from Employment Letter Agreement represents what you will be offered assuming that you do not voluntarily resign and are not terminated for Cause.  However, the Separation Benefits are subject to upward adjustment dependant upon the following:

 

a.                                        Change in Stock Price:   Toreador’s stock price as of February 19, 2009 was $2.47/share.  If Toreador’s stock price is below $2.22/share as of the date of your termination, the common stock grant of 129,000 shares will be revised so that you will receive an amount of shares equal to $318,630 divided by the Toreador stock price as of the date of your termination.

 

b.                                       Achievement of Milestones:   Listed below are four “Milestones” that, if achieved, would raise the total value of your Separation Benefits by $81,112.  At the Company’s sole option, this increase in value will be added to either your lump sum cash payment, your common stock grant, or some combination of cash payment and stock grants.  All of the Milestone’s must be achieved before June 30, 2009.  If, through no fault of the Employee’s, it is impossible to achieve any Milestone because the equipment and/or staff has not been put into place at the Paris, France office, the Milestone will be deemed achieved.

 



 

Milestone 1:   The information technology department at the new Toreador headquarters in Paris, France is fully functioning.

 

Milestone 2:  All of the corporate accounting and consolidation systems have been successfully transferred to Paris, France.

 

Milestone 3:  All Microsoft Excel, Word, and Powerpoint documents have been successfully transferred to Paris, France.

 

Milestone 4:   The Paris, France accounting staff is fully trained to perform the functions previously performed by the accounting staff in Dallas, Texas.

 

 

ACCEPTED AND AGREED BY EMPLOYEE:

 

 

 

 

 

 

Signature:

     /s/ Charles Campise

 

Date:

   March 19, 2009

 

Charles Campise

 

 

 

 

 

 

 

 

FOR TOREADOR

 

 

 

 

 

 

 

 

 

 

 

By:

     /s/ Charles Campise

 

Date:

       March 19, 2009

 

Craig M. McKenzie

 

 

 

 

 

 

 

 

Title:

President and CEO

 

 

 

 



 

EXHIBIT A

 

TO:                             Charles Campise

 

Re:                              Waiver, Release and Separation from Employment Letter Agreement

 

This is an Agreement between Toreador Resources Corporation (“Toreador” or the “Company”) and you.

 

SEPARATION BENEFITS

 

In connection with a restructuring and relocation plan, the Dallas office will be closing and substantially all of the employees terminated.  Your position is scheduled for termination on August 30, 2009, and you will involuntarily separated from service on that date.  The Company will, in consideration of your signing and agreeing to waive and release claims as set out in this document, provide you with the following Separation Benefits.  You would not otherwise be entitled to these Separation Benefits under any employment contract, company policy or any law.

 

The Separation Benefits consist of:

 

·                   A lump sum cash payment of $40,000;

 

·                   125,000 shares of Toreador Common Stock;

 

·                   Immediate Vesting of 14,899 shares of outstanding stock grants;

 

·                   COBRA Continuation for 18 months (as explained below);

 

·                   The cash value of any accrued, unused paid time off.

 

In order to be paid the Separation Bene


 
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