RELEASE AGREEMENT
EXHIBIT 10.5
This Agreement and Release (the “Release”) is entered into between Xxxxx X. Xxxxxx
(“Xxxxxx”) and Toreador Resources Corporation, a Delaware corporation (the
“Company”), as of this 24th day of March, 2008.
1. Definitions.
(a) “Released Parties” means the Company and its past, present and future parents,
subsidiaries, directors, employees, divisions, successors, predecessors, employee benefit plans and
affiliated or related companies, and also each of the foregoing entities’ past, present and future
owners, officers, directors, stockholders, investors, partners, managers, principals, members,
committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns,
representatives and attorneys, in their personal and representative capacities. Each of the
Released Parties is an intended third-party beneficiary of this Release.
(b) “Claims” means all theories of recovery of whatever nature, whether known or
unknown, and now recognized by the law or equity of any jurisdiction. This term includes, but is
not limited to, causes of action, charges, indebtedness, losses, claims, liabilities, and demands,
whether arising in equity or under the common law or under any contract or statute.
2. Consideration. In consideration of Xxxxxx’x promises herein, including the release
of Claims against the Company, as described in Paragraph 3 below, the Company hereby agrees to pay,
at Xxxxxx’x request, to the Xxxxxx & Xxxxxx L.L.P. trust account on behalf of Xxxxxx by wire
transfer of immediately available funds the aggregate amount of $97,500.
3. Release of Claims.
(a) Xxxxxx, on behalf of himself and his heirs, executors, administrators, legal
representatives, successors, beneficiaries, assigns and Affiliates (as defined under Rule 405
promulgated pursuant to the Securities Act of 1933, as amended (“Rule 405”), including, but not
limited to, any entities, foundations or trusts under the Control (as defined under Rule 405) of
Xxxxxx, his heirs, executors, administrators, legal representatives, successors beneficiaries,
assigns and Affiliates (Xxxxxx and such other persons or entities, collectively referred to as the
“Xxxxxx Parties”), unconditionally releases and forever discharges the Released Parties from, and
waives, any and all Claims that Xxxxxx has or may have against any of the Released Parties, known
or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, arising
out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any
other matters or things occurring or existing at any time prior to and including the date of this
Release, including all matters relating to or concerning any alleged consulting agreement or
arrangement with the Company or any subsidiary of the Company.
(b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all
Claims under the (i) Family and Medical Leave Act; or (ii) any federal, state or local law, rule or
regulation.
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(c) In furtherance of this Release, Xxxxxx hereby covenants forever not to assert, file,
prosecute, commence, or institute (or sponsor or purposely facilitate any person in connection with
the foregoing) any complaint or lawsuit or any legal, equitable, arbitral or administrative
proceeding of any nature against any of the Released Parties in connection with any Claims released
in this paragraph 3(a) and (b), and represents and warrants that no other person or entity has
initiated or, to the extent within his control, will initiate any such proceeding on his behalf,
and that if such a proceeding is initiated, Xxxxxx and the other Xxxxxx Parties shall accept no
benefit therefrom.
4. Acknowledgment. Xxxxxx acknowledges that, by entering into this Release, the
Company does not admit to the existence of, or any claim of, any wrongdoing in connection with
Xxxxxx’x alleged consulting arrangement with the Company, and that this Release is intended as a
compromise of any and all Claims Xxxxxx has or may have against the Released Parties as of the date
Xxxxxx signs this Release, including, but not limited to, any Claims Xxxxxx has alleged against the
Released Parties relating to any alleged consulting agreement or arrangement that Xxxxxx may have
had with the Company or any representative or agent thereof. Xxxxxx further acknowledges that the
consideration paid hereunder will be treated as compensation to Xxxxxx for income tax purposes.
Xxxxxx further acknowledges that Xxxxxx has consulted with his counsel and carefully read this
Release and understands its final and binding effect.
5. Applicable Law. This Release shall be construed and interpreted pursuant to the
laws of Texas without regard to any choice of law provisions thereof.
6. Severability. Each part, term, or provision of this Release is severable from the
others. In the event that any provision of this Release, or the application thereof to any
circumstance, is held by a court of competent jurisdiction to be invalid, illegal or unenforceable
in any respect under present or future laws, such invalid, illegal or unenforceable provision shall
be fully severable; and this Release shall then be construed and enforced as if such invalid,
illegal or unenforceable provision had not been contained in this Release; and the remaining
provisions of this Release shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this Release. Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically,
as part of this Release, a provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
7. Advice to Consult Counsel. The Company hereby advises Xxxxxx to consult with an
attorney prior to executing this Release.
8. Counterparts. This Release may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Release, and all of which, when taken together,
shall be deemed to constitute one and the same Release.
[Remainder of Page Intentionally Left Blank]
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TOREADOR RESOURCES CORPORATION | ||||
By:
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/s/ Xxxxx Xxxxxx | |||
Name:
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Xxxxx Xxxxxx | |||
Title:
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President and CEO | |||
XXXXX X. XXXXXX | ||||
/s/ Xxxxx X. Xxxxxx | ||||
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