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.
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ACCEPTED AND AGREED BY
EMPLOYEE:
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Signature:
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/s/ Charles
Campise
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Date:
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March 19, 2009
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Charles Campise
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FOR TOREADOR
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By:
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/s/ Charles
Campise
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Date:
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March 19,
2009
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Craig M. McKenzie
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Title:
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President and CEO
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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