EXHIBIT 10.26
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into by and
between Toreador Resources Corp. ("Toreador") and Xxxxxxx X. Xxxxxxx
("Xxxxxxx"). In consideration of the mutual promises and agreements contained
herein, the parties agree as follows:
1. Termination of Employment. Preston's employment with Toreador shall
terminate effective June 30, 2002. By executing this Consulting Agreement,
Toreador and Preston hereby waive and release each other from any and all rights
and obligations under the employment agreement between Madison Oil Co. and
Preston dated September 10, 2001. Preston shall have no right to further
compensation from Toreador following the termination of his employment, except
as provided in this Agreement.
2. Consulting Services. On June 1, 2002, Toreador shall retain
Preston's services as a consultant for an initial period of six (6) months,
beginning on June 1, 2002 and ending on November 30, 2002. Following the initial
term, this Agreement shall automatically renew for successive one-month terms
unless, no later than ten (10) days prior to the expiration of the current term,
either party gives written notice to the other party of intent to terminate the
Agreement. During the term of this Agreement, Preston shall be available to
perform and shall perform consulting services as requested by Toreador,
including but not limited to, services related to commercial
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evaluations, strategic planning, mergers and acquisitions, and international
business practices and business support.
3. Compensation. As compensation for his services as a consultant,
Toreador shall pay Preston the following:
A. Monthly Retainer. Preston shall receive a monthly retainer
of Five Thousand Dollars ($5,000.00), which shall constitute Preston's
full compensation for services rendered up to twenty-five (25) hours
per month.
B. Additional Compensation. For hours worked by Preston in
excess of twenty-five (25) per month, Toreador shall pay Preston an
additional Two Hundred Dollars ($200.00) per hour.
C. Stock Options. Toreador shall xxxxx Xxxxxxx options to
purchase twenty-five thousand (25,000) shares of Toreador common stock,
at an exercise price of Five Dollars ($5.00) per share. The stock
options shall be fully vested as of the date of the grant. Any
unexercised options shall expire ten (10) years after the date of the
grant.
D. Insurance. Upon the termination of his employment on June
30, 2002, Preston will continue to participate in Toreador's group
insurance programs at Toreador's expense during the term of this
Agreement. Such insurance coverage will include health, dental,
disability, life, travel and/or other insurance afforded Toreador
employees. Upon termination of this Agreement, Preston may elect to
continue his insurance coverage benefits through COBRA at the
then-current level of coverage. If Preston elects COBRA continuation
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coverage, Toreador shall pay the monthly COBRA premium to maintain
Preston's insurance coverage until (a) Preston requests discontinuance
of the coverage, (b) Preston secures other insurance coverage elsewhere
or (c) eighteen (18) months following the termination of this
Agreement, whichever is less.
E. Reimbursement Of Expenses. Toreador shall reimburse Preston
for reasonable business expenses incurred by Preston in the performance
of services under this Agreement, in accordance with Toreador's normal
policies and procedures regarding reimbursement of expenses.
F. Computer And Printer. Upon the termination of his
employment, Preston shall be entitled to retain the computer and
printer provided to Preston by Toreador.
X. Xxxxxxxxx Pay. Xxxxxxx shall be entitled to receive
severance pay from Toreador in the amount of One Hundred Eighty
Thousand Dollars ($180,000.00). At Preston's option, the severance
shall be paid in either one lump sum payable within 10 days after the
termination of employment, or in installments payable over a time
period designated by Preston. At Preston's option, the severance
payment(s) may also be deferred until the year 2003.
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4. Independent Contractor. In performing services under this Agreement,
Preston shall be acting as an independent contractor, and not an employee of the
Company. Preston shall be solely responsible for any taxes due as a result of
his compensation for services rendered under the terms of this Agreement.
Executed to be effective for all purposes as of 24 June, 2002.
XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
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Date: 24 June 2002
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TOREADOR RESOURCES CORP.
By: /s/ G. Xxxxxx Xxxxxx III
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Title: President
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Date: June 24, 2002
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