EXHIBIT 10.5
AMENDMENT NUMBER TWO
TO THE
TOREADOR RESOURCES CORPORATION
AMENDED AND RESTATED 1990 STOCK OPTION PLAN
THIS AMENDMENT NUMBER TWO TO THE TOREADOR RESOURCES CORPORATION AMENDED
AND RESTATED 1990 STOCK OPTION PLAN (this "Amendment"), dated as of May 30, 2002
is made and entered into by Toreador Resources Corporation, a Delaware
corporation (the "Company"). Terms used in this Amendment with initial capital
letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Toreador Resources Corporation Amended and Restated 1990
Stock Option Plan (the "Plan").
RECITALS
WHEREAS, Article VIII of the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time; and
WHEREAS, the Board desires to amend the Plan to more clearly reflect its
original intent to grant Nonemployee Directors of the Corporation or its
affiliates automatic stock options under one stock option plan; and
NOW, THEREFORE, in accordance with Article VIII of the Plan, the Company hereby
amends the Plan as follows:
1. Article IV of the Plan is hereby amended effective May 30, 2002 by deleting
said Article in its entirety and substituting in lieu thereof the following:
4.1 Eligibility. The Committee shall, from time to time,
select the particular officers, key employees, and key consultants of
the Corporation and its Affiliates to whom the Stock Options are to be
granted and/or distributed in recognition of each such Participant's
contribution to the Corporation's or the Affiliate's success.
Nonemployee Directors who do not elect to decline to participate
pursuant to the following sentence will be eligible to receive Stock
Options as provided in Section 4.2 of this Plan, unless such
Nonemployee Directors receive similar Stock Options pursuant to another
stock option plan of the Corporation or its Affiliates. A director
otherwise eligible to participate in the Plan may make an irrevocable,
one-time election, by written notice to the Committee within ten (10)
days after his or her initial election to the Board, to decline to
participate in the Plan.
4.2 Grant of Stock Options. All grants of Stock Options under
this Article IV shall be awarded by the Committee. Each grant of Stock
Options shall be evidenced by an Option Agreement setting forth the
total number of shares subject to the Stock Option, the option exercise
price, the term of the Stock Option, the vesting schedule, and such
other terms and provisions as are approved by the Committee, but,
except to the extent permitted herein, are not inconsistent with the
Plan. In the case of an Incentive Stock Option, the Option Agreement
shall also include provisions that may be necessary to assure that the
option is an Incentive Stock Option under the Code. The Corporation
shall
execute Option Agreements upon instructions from the Committee. Any
Nonemployee Director who does not, in accordance with Section 4.1,
decline to participate and does not receive a similar Stock Option
pursuant to another stock option plan of the Corporation or its
Affiliates shall, on the date that is ten (10) days after his or her
initial election as a director of the Corporation, automatically be
granted a Stock Option to purchase 10,000 shares of Common Stock, as
adjusted in accordance with Article XI. Any Nonemployee Director who
does not, in accordance with Section 4.1, decline to participate and
does not receive a similar Stock Option pursuant to another stock
option plan of the Corporation or its Affiliates shall, on the date
that is ten (10) days after an annual meeting of the Company,
automatically be granted a Stock Option to purchase 5,000 shares of
Common Stock, as adjusted in accordance with Article XI. The options
will be granted at fair market value on the grant date and become
exercisable, subject to certain conditions, in three (3) equal annual
installments on the first three (3) anniversaries of the grant date and
terminate ten (10) years from the grant date unless terminated sooner
as a result of the death or termination of directorship of the holder
thereof. If, on the Date of Grant of a Stock Option to a Nonemployee
Director, fewer shares of Common Stock remain available for grant than
are necessary to permit the grant of Stock Options to each person
entitled to receive a Stock Option, then a Stock Option covering an
equal number of whole shares of Common Stock, up to 10,000 shares or
5,000 shares, as the case may be, shall be granted to each Nonemployee
Director who has not previously been granted a Stock Option.
4.3 Exercise Price. The exercise price for a Nonqualified
Stock Option shall not be less than the Fair Market Value per share of
the Common Stock on the Date of Grant. Subject to the terms of Section
5.1 hereof, the exercise price for an Incentive Stock Option shall be
equal to the Fair Market Value per share of the Common Stock on the
Date of Grant. Notwithstanding anything to the contrary contained in
this Section 4.3, the exercise price of each Stock Option granted
pursuant to the Plan shall not be less than the par value per share of
the Common Stock.
4.4 Option Period. The option period will begin and terminate
on the respective dates specified by the Committee, but may not
terminate later than ten (10) years from the Date of Grant. No Stock
Option granted under the Plan may be exercised at any time after the
expiration of its option period. The Committee may provide for the
vesting and exercise of Stock Options in installments and upon such
terms, conditions and restrictions as it may determine. In addition to
the provisions contained elsewhere herein concerning automatic
acceleration of unmatured installments of Stock Options, the Committee
shall have the right to accelerate the time at which any Stock Option
granted to a Participant shall become vested, or exercisable.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as
of the date first written above, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board.
TOREADOR RESOURCES CORPORATION
By: /s/ G. Thomas Graves III
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Name: G. Thomas Graves III
Title: President and CEO
Attest:
/s/ Gerry Cargile
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