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EXHIBIT 10.13
TOREADOR ROYALTY CORPORATION
AMENDED AND RESTATED 1990 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option. Pursuant to the Amended and Restated Toreador
Royalty Corporation 1990 Stock Option Plan (the "Plan"), as adopted by Toreador
Royalty Corporation, a Delaware corporation (the "Company"), the Company grants
to
G. Xxxxxx Xxxxxx, III
(Name of Participant)
an option (sometimes referred to herein as the "Stock Option") to purchase from
the Company a total of 250,000 full shares of common stock, $0.15625 par value
per share, of the Company (the "Common Stock") at $5.00 per share (being not
less than the fair market value per share of the Common Stock on the Date of
the Grant), in the amounts, during the periods and upon the terms and
conditions set forth in this Agreement.
The Date of Grant of this Stock Option is September 24, 1998.
The option granted under this Agreement is not intended to be, and
shall not be treated as, an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Time of Exercise. Except as otherwise provided in the Plan or as
specifically provided elsewhere in this Agreement, this Stock Option is
exercisable no sooner than as follows:
EXERCISE DATE NUMBER OF SHARES
1. One (1) year from the Date of Grant Up to 33.33% of the total optioned shares
under the Stock Option
2. Two (2) years from the Date of Grant Up to an additional 33.33% of the total
optioned shares under the Stock Option
3. Three (3) years from the Date of Grant Up to an additional 33.34% of the total
optioned shares under the Stock Option
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provided, however, that in the event of: (i) the Participant's death, (ii)
Termination of Service by the Participant by reason of Disability, or (iii) the
occurrence of a Change in Control affecting the Company, all shares of Common
Stock under this Stock Option which have not previously vested and become
exercisable shall automatically be accelerated and become vested and
exercisable in full, without regard to the vesting limitations set forth above.
No part of this Stock Option may be exercised after the expiration of ten (10)
years from the Date of Grant.
3. Subject to Plan. This Stock Option and its exercise are subject in
all respects to the terms and conditions of the Plan, including the provisions
of Article X requiring stockholder approval of the Plan. The defined terms used
herein that are defined in the Plan shall have the same meanings defined for
and assigned to them in the Plan. In addition, this Stock Option is subject to
any rules promulgated pursuant to the Plan by the Board.
4. Term. This Stock Option will terminate at the first to occur of the
following:
(a) 5 p.m. on September 24, 2008 (no later than 10 years after Date
of Grant).
(b) 5 p.m. on the date which is twelve (12) months following the
date of the Participant's Termination of Service with the
Company or an Affiliate by reason of the Participant's death or
Disability.
(c) 5 p.m. on the date of the Participant's Termination for Cause.
(d) 5 p.m. on the date which is three (3) months following the date
of the Participant's Termination of Service for any reason other
than as set forth in subparagraphs (b) or (c) above of this
Section 4.
5. Who May Exercise. Subject to the terms and conditions set forth in
Section 4 above, this Stock Option may be exercised during the lifetime of the
Participant only by the Participant or by the Participant's guardian or legal
representative. If the Participant's service terminates as a result of death or
Disability prior to the termination date specified in Section 4(a) hereof, the
following persons may exercise this Stock Option on behalf of the Participant
at any time prior to the earlier of the dates specified
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in Sections 4(b), 4(c), or 4(d): (i) if the Participant is Disabled, the
Participant or the guardian of the Participant; or (ii) if the Participant
dies, the personal representative of the Participant's estate or the person who
acquired the right to exercise this Stock Option by bequest or inheritance or
by reason of the death of the Participant; provided that this Stock Option
shall remain subject to the other terms of this Agreement, the Plan, and
applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised in
whole or in part, but only with respect to full shares of Common Stock, and no
fractional share of stock shall be issued. In no event may this Stock Option be
exercised or shares of Common Stock be issued pursuant to this Agreement if any
registration under state or federal securities laws required under the
circumstances has not been accomplished.
7. Manner of Exercise. Subject to such administrative regulations as
the Board may from time to time adopt, this Stock Option may be exercised by
the delivery of written notice to the Company of the number of shares of Common
Stock being purchased, accompanied by the following:
(a) Full payment of the Option Price for the shares of Common Stock
being purchased; and
(b) Such documents, certificates and instruments as the Company in
its discretion deems necessary to evidence the exercise, in
whole or in part, of this Stock Option.
Full payment for shares of Common Stock purchased upon exercise of this Stock
Option shall be made in cash, or, with the consent of the Committee, with
shares of Common Stock previously owned by the Participant or, with the consent
of the Committee, by a combination of cash and such shares. No shares of Common
Stock may be issued until full payment of the purchase price has been made, and
in the case of any purchase involving the Participant's delivery of a
promissory note in partial payment thereof, the Company may require that the
shares of Common Stock be pledged to the Company to secure the payment thereof.
8. Non-Assignability. This Stock Option is not assignable or
transferable by the Participant in any form or fashion except by will or by the
laws of descent and distribution.
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9. Rights as Stockholder. Except for the adjustment in the number of
shares of Common Stock as provided in Section 10 below, the Participant will
have no rights as a stockholder with respect to any shares of Common Stock
covered by this Stock Option until the issuance of a certificate or
certificates to the Participant for the shares of Common Stock. Except as
otherwise provided in Section 10 below, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
10. Adjustment of Number of Shares and Related Matters. The shares of
Common Stock covered by this Stock Option, and the exercise price thereof, in
the event of any dissolution, liquidation, merger or consolidation of the
Company, or in the event of the recapitalization of the Company or partial
distribution of its assets in the nature of a partial liquidation, or the
declaration of a stock dividend or split-up, shall be subject to adjustment in
accordance with the terms of the Plan. Notwithstanding the foregoing, and
except as provided in the Plan, the existence of the Stock Option granted
hereunder shall not affect the right of the Company to issue shares of stock of
any class, or securities convertible into shares of stock of any class, for
cash, property, labor or services, either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities.
The issuance of such shares or securities shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to the Stock Option granted hereunder.
Upon the occurrence of each event requiring an adjustment of the
exercise price and/or the number of shares of Common Stock purchasable pursuant
to this Agreement (including the identity of the issuer thereof) in accordance
with and as required by the terms of the Plan, the Company shall as soon as
practicable mail to the Participant a copy of its computation of such
adjustment which shall be conclusive and shall be binding upon the Participant
unless contested by him by written notice to the Company within thirty (30)
days after the Participant's receipt of such computation.
11. Participant's Representation. Notwithstanding any provision to the
contrary herein, the Participant hereby agrees that he will not exercise this
Stock Option, and that the Company will not be obligated to issue any shares of
Common Stock to the Participant hereunder, if the exercise thereof or the
issuance of such shares of Common Stock shall constitute a violation by the
Participant or the Company of any provision of any law or regulation of any
governmental authority. Any determination
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in this connection by the Board shall be final, binding, and conclusive. The
obligations of the Company and the rights of the Participant are subject to all
applicable laws, rules, and regulations.
12. Investment Representation. Unless the shares of Common Stock are
issued to him in a transaction registered under applicable federal and state
securities laws, by his execution hereof, the Participant represents and
warrants to the Company that all Common Stock which may be purchased hereunder
will be acquired by the Participant for investment purposes only for his or her
own account and not with any intent for resale or distribution in violation of
federal or state securities laws. Unless the Common Stock is issued to him in a
transaction registered under the applicable federal and state securities laws,
all certificates issued with respect to the Common Stock shall bear an
appropriate restrictive investment legend.
13. Participant's Acknowledgments. The Participant acknowledges
receipt of a copy of the Plan, which is annexed hereto, and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Stock Option subject to all the terms and provisions thereof. The
Participant hereby agrees to accept as binding, conclusive, and final all
decisions or interpretations of the Board, as those terms are defined in the
Plan, upon questions arising under the Plan or this Agreement.
14. Law Governing. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Texas, except with respect
to the internal laws of the State of Delaware applicable hereto.
15. No Right to Continue Employment. Nothing herein shall be construed
to confer upon the Participant the right to continue in the employment of the
Company or interfere with or restrict in any way the right of the Company to
discharge the Participant at any time (subject to any contract rights of the
Participant).
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 1 hereof.
TOREADOR ROYALTY CORPORATION
By:
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Name:
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Title:
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PARTICIPANT
/s/ G. XXXXXX XXXXXX III
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Name: G. Xxxxxx Xxxxxx III
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