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EXHIBIT 4.5
February 28, 1990
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c/o Toreador Royalty Corporation
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Dear ▇▇▇▇▇:
This letter will confirm our agreement regarding your employment at
Toreador Royalty Corporation. The terms and conditions set forth herein shall
modify and supercede those terms and conditions stated in that certain letter
dated February 9, 1989 to Toreador.
During January, 1990, you were appointed by the Board of Directors as
Vice President of Land and Acquisitions. Effective March 1, 1990 the modified
terms of your employment for the year ending February 28, 1991 are as follows:
1) Your annual base salary shall be $85,000.00 and is to be paid in
equal semi-monthly installments payable on the 15th day and final
day, or last business day, of each month.
2) Our letter agreement of February 9, 1989, included a stock grant for
10,000 shares of Toreador common stock. 3,400 shares are earned and
granted as of March 1, 1990 with no forfeiture provisions and the
remaining 6,600 of these shares are subject to certain forfeiture
provisions as set out in the February 9, 1989 Agreement. The 10,000
shares, with appropriate legend, will be issued to you as soon as
practicable.
3) As of March 1, 1990, you have earned the option to purchase the
initial one-third of the shares (17,000) of Toreador common stock as
indicated on the February 9, 1989 Agreement. The balance of the
option remains subject to the terms of the February 9, 1989
Agreement. The only modification is the option amount for the second
and third years, which is to be 16,500 shares each year. The options
are exercisable at the market price of March 1, 1989, specifically
$2.46875 per share.
4) Toreador has begun the funding of an individual health and dental
insurance policy covering you and your immediate family
members. This policy is in your name and all premiums are paid by
Toreador.
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5) As of January 1, 1990 you are now included under Toreador's existing
corporate policies for long-term disability insurance and for the
Company's pension plan.
All other terms and conditions of the February 9, 1989 letter which
are not modified in this letter shall remain in force and effect.
Sincerely,
▇▇▇▇▇ ▇. ▇▇▇
Chairman
AGREED and ACCEPTED this
9th day of March, 1990.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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February 9, 1989
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Toreador Royalty Corporation
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Dear ▇▇▇▇▇:
With reference to our several conversations regarding our discussions of my
employment at Toreador Royalty Corporation, this letter will set forth the
basic terms and conditions of our general agreement for employment:
1) My initial employment date will be March 1, 1989.
2) My annual salary for the initial year of employment shall be
$75,000, or a monthly salary of $6,250. Review of my salary
and performance shall occur no later than one (1) year from
the initial employment date.
3) The initial year's salary shall be guaranteed such that if
Toreador should elect to terminate me during the first year,
they would immediately tender to me the difference between the
yearly salary and the total amount of salary paid at the date
of termination.
4) Toreador shall set aside 10,000 shares of Toreador common
stock for me. These shares shall be granted to me on yearly
increments of one-third of the total for a period of three
years. That is, at the end of the initial year, Toreador will
grant to me 3400 shares of common stock with 3300 shares to be
granted upon the completion of each ensuing year.
5) Toreador will grant to me an option to purchase an additional
50,000 shares of common stock for the price of the stock on
March 1, 1989. This option shall extend for a period of ten
(10) years from the initial employment date, but will vest
over a period of three (3) years. Thus after the initial
year, the option would be for 17,000 shares; and, for 16,000
shares for each of the ensuing two years.
6) Toreador will provide me, my wife and children with full
health, medical and dental insurance. Initially this coverage
will be through the carrier of my coverage through my previous
employer's policy until such time as my wife's pregnancy has
been completed. At that time, Toreador may seek more
competitive rates
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Toreador Royalty Corporation
February 9, 1989
Page 2.
with another carrier for essentially similar coverage and
benefits.
7) Toreador will provide under their existing corporate policies
coverage for long term disability as well as participation in
the company's pension plan.
8) Toreador will provide reimbursement to me for expenses
incurred in the normal course of business (i.e., travel,
lodging, meals and entertainment, etc).
9) Toreador will provide me with three (3) weeks paid vacation
during the course of each year. Any carryover days will be
taken during the first quarter of the following year.
10) Toreador will provide for the payment of initiation dues to a
private club in the downtown area for the purpose of
entertainment of clients. I may elect to exercise this option
at any time during my employment with Toreador.
11) Toreador will furnish me with a paid, covered parking space in
the immediate area of the building.
12) My title at Toreador will be Vice President of Land and
Acquisitions.
Should the above items represent your understanding of our agreement, please
indicate your acceptance in the space provided hereinbelow and return one copy
to me.
Yours very truly,
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AGREED AND ACCEPTED THIS
20th DAY OF FEBRUARY, 1989.
▇▇▇▇▇ ▇. ▇▇▇, CHAIRMAN
TOREADOR ROYALTY CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇
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