Resignation and Severance Terms Letter Agreement between G. Thomas Graves III and Toreador Resources Corporation

Summary

G. Thomas Graves III resigns from all positions at Toreador Resources Corporation and its affiliates, effective immediately. In return, the company agrees to create a formal severance agreement that will provide Mr. Graves with severance payments, bonus compensation, extended stock option expiration, and immediate vesting of restricted shares. These benefits are contingent on Mr. Graves not making further claims or legal actions against the company, cooperating with the company, and agreeing to confidentiality and non-solicitation terms. A formal separation agreement with mutual release and standard protections will follow.

EX-10.1 2 d43040exv10w1.htm LETTER AGREEMENT exv10w1

Exhibit 10.1

January 25, 2007

Dear Mark:

I hereby resign all positions as director, officer or otherwise which I hold in Toreador Resources Corporation (the “Corporation”) or any of its subsidiaries or affiliates. I do so on the representation to me that a formal severance agreement will be created and mutually executed, which agreement will provide at least these elements:

	1)		A payment equal to twice my 2006 salary of $420,000, or $840,000 in total, paid over 24 months, or over such longer period as we may both agree, subject to such taxes and/or withholdings as may be required by law;

	2)		An additional payment to be made at the end of both 2007 and 2008 equal to the average of the cash value of the bonus actually received by me in the years 2004, 2005 and 2006;

	3)		An extension of the expiration of all options to purchase stock in the Corporation by 12 months, to the extent allowed by law and regulations; and

	4)		An immediate vesting of all restricted shares awarded to me.

These benefits are all conditioned upon my agreement to refrain from making additional demands on, or commencing litigation against, the Corporation or its officers, directors or employees; to share freely all information I may have acquired about the Corporation’s activities, its personnel and agreements; and to cooperate fully with the Corporation and its officers and directors; to refrain from any disparagement of the Corporation or its officers, directors and employees.

These elements and conditions will all be incorporated into a definitive separation agreement between the Corporation and me, which will also contain a mutual release from all claims, and standard provisions relating to protection of confidential information of the Corporation and non-solicitation of the Corporation’s employees or participation in its business opportunities. The fact that such agreement has not yet been drafted has no bearing upon the effectiveness of my resignation as described above.

Please signify receipt of this letter by signing one copy and returning it to me.


Very truly yours,
/s/ G. Thomas Graves III

G. Thomas Graves III


	Accepted TOREADOR RESOURCES CORPORATION
	/s/ J.M. McLaughlin

	J. M. McLaughlin, Chairman