-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UUfr6P0odYR70cUeosbhKPM41rj5xLmc9JLCgTGtD5i3BPPjfv+LAtgTGGrpXwVT WhTxeqK67PrJRGRqy8GurA== 0000950134-96-005404.txt : 19961016 0000950134-96-005404.hdr.sgml : 19961016 ACCESSION NUMBER: 0000950134-96-005404 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19961015 EFFECTIVENESS DATE: 19961015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR ROYALTY CORP CENTRAL INDEX KEY: 0000098720 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 750991164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14145 FILM NUMBER: 96643597 BUSINESS ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143690080 MAIL ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 15, 1996 Registration Statement No. 33- ------------ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- TOREADOR ROYALTY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-0991164 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 530 PRESTON COMMONS WEST 8117 PRESTON ROAD 75225 DALLAS, TEXAS (Zip Code) (Address of Principal Executive Offices) --------------- TOREADOR ROYALTY CORPORATION 1990 STOCK OPTION PLAN TOREADOR ROYALTY CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTIONS (Full title of the Plans) --------------- Copy to: PETER R. VIG JOE DANNENMAIER, ESQ. CHAIRMAN AND CHIEF EXECUTIVE OFFICER THOMPSON & KNIGHT TOREADOR ROYALTY CORPORATION A PROFESSIONAL CORPORATION DALLAS, TEXAS 75225 1700 PACIFIC AVENUE, SUITE 3300 (Name and address of agent for DALLAS, TEXAS 75201 service) (214) 969-1700 (214) 369-0080 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================= Title of Proposed Proposed Maximum Amount Securities Amount Maximum Aggregate of to be to be Offering Price Offering Registration Registered(1) Registered(2) per Share(3) Price(3) Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value $.15625 225,000 shares $2.6875 $604,687.50 $184.00 per share - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value $.15625 200,000 shares $2.6875 $537,500 $163.00 per share - ----------------------------------------------------------------------------------------------------------------- Common Stock, par value $.15625 340,000 shares $2.6875 $913,750 $277.00 per share =================================================================================================================
(1) This registration statement also covers an equal number of rights to purchase shares of Toreador's Series A Junior Participating Preferred Stock, par value $1.00 per share, issuable pursuant to Toreador's Rights Agreement, which rights will be transferable only with related shares of Common Stock. (2) Represents (i) 225,000 shares issuable upon exercise of options granted under the Toreador Royalty Corporation 1990 Stock Option Plan; (ii) 200,000 shares issuable upon the exercise of options granted under the Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan; and (iii) 340,000 shares issuable upon the exercise of certain non-qualified options granted to certain employees, directors and consultants of Toreador. Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 on the basis of the average of the high and low sales prices of the Common Stock on the National Association of Securities Dealers Automated Quotation National Market System on October 14, 1996. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* - --------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996. (3) The description of the Common Stock of the Registrant contained in the Registration Statement filed under Section 12 of the Securities Exchange Act of 1934 (Registration No. 0-2517), heretofore filed by the Registrant with the Securities and Exchange Commission, including any amendment or report filed for the purpose of updating such description; and (4) The description of Rights to purchase Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Registrant (which rights are transferable only with related shares of Common Stock) contained in the Registration Statement filed under Section 12 of the Securities Exchange Act of 1934 (Registration No. 0-2517), heretofore filed by the Registrant with the Securities and Exchange Commission, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. 3 Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Registrant is a Delaware corporation. The Certificate of Incorporation, as amended (the "Charter"), of the Registrant limits the liability of directors of the Registrant (in their capacity as directors but not in their capacity as officers) to the Registrant or its stockholders to the fullest extent permitted by Delaware law. Specifically, under Delaware law, directors of the Registrant will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law ("DGCL"), which relates to unlawful payments of dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper benefit. Section 145 of the DGCL provides that a Delaware corporation may indemnify any person against expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by any such person in connection with a threatened, pending or completed action, suit or proceeding in which he is involved by reason of the fact that he is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided that (i) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. If the action or suit is by or in the name of the corporation, the corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit is brought determines upon application that, despite the adjudication of liability but in light of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the court deems proper. The Charter of the Registrant provides for indemnification, to the fullest extent authorized by the Bylaws of the Registrant, the DGCL, indemnification contract, or otherwise. Reference is made to Article 9 of the Registrant's Amended and Restated Bylaws that provides for indemnification of directors and officers of the Registrant, subject to certain limitations. -2- 4 The Registrant maintains a directors' and officers' liability insurance policy insuring its directors and officers against certain liabilities and expenses incurred by them in their capacities as such and insuring the Registrant, under certain circumstances, in the event that indemnification payments are made by the Registrant to such directors and officers. The foregoing summaries are necessarily subject to the complete text of the statutes, Charter, Bylaws and insurance policy referred to above and are qualified in their entirety by reference thereto. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following documents are filed as exhibits to this Registration Statement:
Exhibit No. Description - ----------- ----------- 4.1 Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference). 4.2 Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). 4.3 Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R. Vig (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K dated August 11, 1988, and incorporated herein by reference). 4.4 Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously filed as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). 4.5 Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990, between Toreador Royalty Corporation and James S. Blair. 4.6 Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August, John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
-3- 5 4.7 Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and Thomas P. Kellogg, Jr. 4.8 Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C. Marhanka and Earl V. Tessem, as amended. 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1). 23.2 Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by reference. 23.3 Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference. 24.1 Power of Attorney (included on signature page of this Registration Statement).
Item 9. Undertakings. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range, may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; -4- 6 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -5- 7 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on the 14th day of October, 1996. TOREADOR ROYALTY CORPORATION (Registrant) By: /s/ PETER R. VIG -------------------- Peter R. Vig, Chairman of the Board of Directors and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Toreador Royalty Corporation, a Delaware corporation, hereby constitutes and appoints Peter R. Vig, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. -6- 8
Signature Title Date - --------- ----- ---- /s/ PETER R. VIG Chairman, President, Treasurer, October 14, 1996 - --------------------------------- Chief Executive Officer and Peter R. Vig Director (principal executive, financial and accounting officer) /s/ JAMES S. BLAIR Vice President - Land and October 14, 1996 - --------------------------------- Acquisitions, Assistant Secretary James S. Blair and Assistant Treasurer /s/ J.W. BULLION Secretary and Director October 14, 1996 - --------------------------------- J.W. Bullion /s/ DONALD E. AUGUST Director October 14, 1996 - --------------------------------- Donald E. August /s/ JOHN V. BALLARD Director October 14, 1996 - --------------------------------- John V. Ballard /s/ THOMAS P. KELLOGG, JR. Director October 14, 1996 - --------------------------------- Thomas P. Kellogg, Jr. /s/ JOHN MARK McLAUGHLIN Director October 14, 1996 - --------------------------------- John Mark McLaughlin /s/ JACK L. WOODS Director October 14, 1996 - --------------------------------- Jack L. Woods
-7- 9 INDEX TO EXHIBITS
Exhibit Number Exhibit ------- -------- 4.1 Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference). 4.2 Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). 4.3 Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R. Vig (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K dated August 11, 1988, and incorporated herein by reference). 4.4 Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously filed as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). 4.5* Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990, between Toreador Royalty Corporation and James S. Blair. 4.6* Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August, John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods. 4.7* Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and Thomas P. Kellogg, Jr. 4.8* Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C. Marhanka and Earl V. Tessem, as amended. 5.1* Opinion of Thompson & Knight, A Professional Corporation.
- ------------------------- * Filed herewith. -8- 10 23.1* Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1). 23.2* Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by reference. 23.3* Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference. 24.1* Power of Attorney (included on signature page of this Registration Statement).
- ------------------------- * Filed herewith. -9- EX-4.5 2 EMPLOYMENT AGREEMENT 1 EXHIBIT 4.5 February 28, 1990 Mr. James S. Blair c/o Toreador Royalty Corporation 400 N. St. Paul, Suite 730 Dallas, TX 75201 Dear James: 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. 2 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, Peter R. Vig Chairman AGREED and ACCEPTED this 9th day of March, 1990. /s/ JAMES S. BLAIR - ------------------------------ James S. Blair 3 February 9, 1989 Mr. Peter R. Vig Toreador Royalty Corporation 1140 Hartford Bldg. 400 N. St. Paul Dallas, Texas 75201 Dear Peter: 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 4 Mr. Peter R. Vig 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, James S. Blair AGREED AND ACCEPTED THIS 20th DAY OF FEBRUARY, 1989. PETER R. VIG, CHAIRMAN TOREADOR ROYALTY CORPORATION /s/ PETER R. VIG - --------------------------------- Peter R. Vig EX-4.6 3 FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 4.6 TOREADOR ROYALTY CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 24th day of May, 1991, between Toreador Royalty Corporation, a Delaware Corporation (the "Corporation"), and ________________ (the "Director") in connection with the grant of a Nonstatutory Option (hereinafter defined). W I T N E S S E T H: WHEREAS, subject to and upon the terms and conditions of this Agreement, the Board of Directors of the Corporation has determined that it is desirable to grant an option to the Director, who currently serves as a director of the Corporation but is not employed by the Corporation or any of its affiliates; NOW, THEREFORE, the parties agree as follows: 1.0 Definitions. For purposes of this Agreement, the following terms shall have the meanings specified below: 1.1 "Affiliates" shall mean (a) any Corporation, other than the Corporation, in an unbroken chain of Corporations ending with the Corporation if each of the Corporations, other than the Corporation, owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of Stock in one of the other corporations in such chain and (b) any corporation, other than the Corporation, in an unbroken chain of corporations beginning with the Corporation if each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 1.2 "Board of Directors" shall mean the board of directors of the Corporation. 1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended. 1.4 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 1.5 "Nonstatutory Option" shall mean a stock option that is not intended to be or is not denominated as an incentive stock option (within the meaning of Section 422A of the Code). 1.6 "Securities Act" shall mean the Securities Act of 1933, as amended. 1.7 "Stock" shall mean the Corporation's authorized $.15625 par value common stock together with any other securities with respect to which Options granted hereunder may become exercisable. 2.0 Grant of Nonstatutory Option. The Corporation hereby grants to the Director the option to purchase, as hereinafter set forth, 10,000 shares of common stock of the Corporation at the price of $3.625 per share, for a period commencing on the date of the annual meeting of stockholders in 1992 and terminating on the first to occur of (i) the expiration of ten (10) years from the date of this Agreement and (ii) the date on which the Director's service as a director of the Corporation terminates for any reason; provided that the number of shares purchasable hereunder in any period or periods of time during which the option evidenced hereby is exercisable shall be limited as follows: (a) 3,400 shares are purchasable, in whole at any time or in part from time to time, commencing on the date of the annual meeting of stockholders in 1992, if the Director serves as a director until that date; 2 (b) an additional 3,300 shares are purchasable, in whole at any time or in part from time to time, commencing on the date of the annual meeting of stockholders in 1993, if the Director serves as a director until that date; and (c) an additional 3,300 shares are purchasable, in whole at any time or in part from time to time, commencing on the date of the annual meeting of stockholders in 1994, if the Director serves as a director until that date. 3.0 Notice of Exercise. This Nonstatutory Option may be exercised in whole or in part, from time to time, in accordance with Paragraphs 2.0 and 9.0, by written notice to the Corporation at the address provided in Paragraph 12.0, which notice shall: (a) specify the number of shares of Stock to be purchased and the exercise price to be paid therefor; (b) if the person exercising this Nonstatutory Option is not the Director himself, contain or be accompanied by evidence satisfactory to the Board of Directors of such person's right to exercise this Nonstatutory Option; and (c) be accompanied by (i) payment in full of the purchase price in the form of a certified or cashier's check to the order of the Corporation, (ii) with the consent of the Board of Directors, payment in the form of shares of Stock owned by the Director for at least six months and which are at least equal in value to the aggregate exercise price payable in connection with such exercise, (iii) with the consent of the Board of Directors, a combination of (i) and (ii). 4.0 Agreement of Director Regarding Directorship. The Director hereby agrees to continue to serve the Corporation as a director until at least the date of the annual meeting of stockholders in 1992. 5.0 Investment Letter. The Director agrees that the shares of Stock acquired on exercise of this Nonstatutory Option shall be acquired for his own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or other applicable securities laws. If the Board of Directors so determines, any Stock certificates issued upon exercise of this Nonstatutory Option shall bear a legend to the effect that the shares have been so acquired. The Corporation may, but in no event shall be required to, bear any expenses of complying with the Securities Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Nonstatutory Option or any shares of Stock acquired upon the exercise thereof. The foregoing restrictions on the transfer of the shares of Stock shall be inoperative if (a) the Corporation previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the Securities Act or other applicable securities laws or (b) the shares of Stock shall have been duly registered in compliance with the Securities Act and other applicable securities laws. If this Nonstatutory Option, or the shares of Stock subject to this Nonstatutory Option, are so registered under the Securities Act, the Director agrees that he will not make a public offering of the said shares except on a national securities exchange on which the Stock of the Corporation is then listed. 6.0 Transfer and Exercise of Nonstatutory Option. This Nonstatutory Option shall not be transferable except by will or by the laws of descent and distribution. During the Director's lifetime this Nonstatutory Option may be exercised only by him. No assignment or transfer of this Nonstatutory Option, whether voluntary or involuntary, by operation of law of descent or distribution, shall vest in the assignee or transferee any interest or right whatsoever in this Nonstatutory Option. -2- 3 7.0 Status of Director. The Director shall not be deemed to be a stockholder of the Corporation with respect to any of the shares of Stock subject to this Nonstatutory Option, except to the extent that such shares shall have been purchased and transferred to him. The Corporation shall not be required to issue or transfer any certificates for shares of Stock purchased upon exercise of this Nonstatutory Option until all applicable requirements of law have been complied with and such shares shall have been duly listed on any securities exchange on which the Stock may then be listed. 8.0 No Effect on Capital Structure. This Nonstatutory Option shall not affect the right of the Corporation or any Affiliate thereof to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize. 9.0 Premature Expiration of Nonstatutory Option. (a) Termination of Directorship - General. If Director ceases to be a director of the Corporation and its Affiliates because the Director voluntarily resigns, the Director shall have the right for three (3) months after such termination to exercise this Nonstatutory Option with respect to that portion hereof that has become exercisable pursuant to this Agreement as of the date of such removal or resignation, and thereafter this Nonstatutory Option shall terminate and cease to be exercisable; provided, however, that if the Director ceases to be a director of the Corporation on account of fraud, dishonesty or other acts detrimental to the Corporation or any Affiliate, the portion, if any, of this Nonstatutory Option that remains unexercised, including that portion, if any, that pursuant to this Agreement is not exercisable, at the time of the Director's removal shall immediately terminate and cease to be exercisable as of such time. (b) Termination of Directorship - Disability. If the Director resigns or is removed from his position as a director of the Corporation and by reason of disability (as defined in section 22(e) (3) of the Code), the Director shall have the right for twelve (12) months after the date of such removal or resignation by reason of disability, to exercise this Nonstatutory Option to the extent this Nonstatutory Option is exercisable on the date of such resignation or removal, and thereafter this Nonstatutory Option shall terminate and cease to be exercisable. (c) Termination of Directorship - Death. If the Director dies while a director of the Corporation, this Nonstatutory Option shall be exercisable by the Director's legal representatives, legatees, or distributees for twelve (12) months following the date of the Director's death to the extent this Nonstatutory Option is exercisable on the Director's date of death, and thereafter this Nonstatutory Option shall terminate and cease to be exercisable. 10.0 Adjustments Upon Changes in Capitalization Merger, Etc. Notwithstanding any other provision hereof, in the event of any change in the number of outstanding shares of Stock effected without receipt of consideration therefor by the Corporation, by reason of a stock dividend, or split, combination, exchange of shares or other recapitalization, merger, or otherwise, in which the Corporation is the surviving Corporation, the number and class of shares subject to this Nonstatutory Option and the exercise price of this Nonstatutory Option shall be automatically adjusted to accurately and equitably reflect the effect thereupon of such change, provided that any fractional share resulting from such adjustment may be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board of Directors shall be conclusive. The number of shares subject to this Nonstatutory Option shall be automatically reduced by any fraction included therein which results from any adjustment made pursuant to this Paragraph 10.0. A dissolution or liquidation of the Corporation; a sale of all or substantially all of the assets of the Corporation where it is contemplated that within a reasonable period of time thereafter the Corporation will either be liquidated or converted into a nonoperating company or an extraordinary dividend will be declared resulting in a partial liquidation of the Corporation; a merger or consolidation (other than a merger effecting a reincorporation of the Corporation in another state or any other merger or a consolidation in which the stockholders of the surviving Corporation and their proportionate interests therein immediately after the merger or consolidation are substantially identical to the -3- 4 stockholders of the Corporation and their proportionate interests therein immediately prior to the merger or consolidation) in which the Corporation is not the surviving Corporation (or survives only as a subsidiary of another Corporation in a transaction in which the stockholders of the parent of the Corporation and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of the Corporation and their proportionate interests therein immediately prior to the transaction); or a transaction in which another Corporation becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Corporation shall cause this Nonstatutory Option to terminate, but the Director shall, in any event, have the right, immediately prior to such dissolution, liquidation, merger, consolidation, or transaction, to exercise this Nonstatutory Option, to the extent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability made pursuant to Paragraph 2.0 if (and only if) this Nonstatutory Option has not at that time expired or been terminated. Such acceleration of exercisability shall not apply to this Nonstatutory Option if any surviving or acquiring Corporation agrees to assume this Nonstatutory Option in connection with the merger, consolidation, or transaction. 11.0 Board of Directors Authority. Any question concerning the interpretation of this Agreement, any adjustments required to be made under Paragraph 10.0 of this Agreement, and any controversy which may arise under this Agreement shall be determined by the Board of Directors in its sole discretion. 12.0 Notice. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Corporation or the Director may change, at any time and from time to time, by written notice to the other, the address previously specified for receiving notices. Until changed in accordance herewith, the Corporation and the Director specify their respective addresses as set forth below: Corporation: Toreador Royalty Corporation 730 Hartford Building 400 North St. Paul Dallas, Texas 75201 Director: ---------------------------- Toreador Royalty Corporation 730 Hartford Building 400 North St. Paul Dallas, Texas 75201 13.0 Governing Law. The provisions of this Agreement shall be governed by the contract law of the State of Texas. 14.0 Amendment. This Agreement may be amended, and the terms hereof may be waived, only by a written instrument signed by the Corporation and the Director or, in the case of a waiver, by the party waiving compliance; provided, however, the Corporation may not, without the approval of the stockholders of the Corporation, make any amendment or effect any waiver that operates (i) to increase the number of shares covered hereby or decrease the purchase price hereunder (other than as provided in Paragraph 10.0 hereof), (ii) to extend the term of the option or (iii) otherwise to materially increase the benefits accruing to the Director. 15.0 Effective Date. The option and rights granted herein are conditional on and shall be of no force or effect, and no option shall be exercised, unless and until (i) approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Corporation at a meeting of stockholders held within one (1) year of the date hereof and (ii) receipt by the Corporation of a favorable no-action -4- 5 response, satisfactory to counsel for the Corporation, from the staff of the Securities and Exchange Commission to the Corporation's position to the effect that (a) this Agreement meets the requirements of Rule 16b-3, as in effect prior to the amendments thereto which became effective May 1, 1991 ("Rule 16b-a"), promulgated by the Securities and Exchange Commission under the Exchange Act and (b) the Director's receipt of the option and rights herein granted will not prohibit the Director from being a "disinterested person" within the meaning of Rule 16b-3 with respect to the Corporation's 1990 Stock Option Plan. IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed and the Director has hereunto set his hand on the day and year first above written. TOREADOR ROYALTY CORPORATION By: ----------------------------- Peter R. Vig, Chairman of the Board ------------------------------------ Director -5- EX-4.7 4 STOCK OPTION AGREEMENT 1 EXHIBIT 4.7 TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and entered into as of this 17th day of February, 1994, by and between Toreador Royalty Corporation, a Delaware corporation (the "Company"), and Thomas P. Kellogg, Jr. ("Director"); W I T N E S S E T H: WHEREAS, Director currently serves as a Non-Employee Director of the Company; and WHEREAS, the Company desires to extend to Director the opportunity to acquire Common Stock as an added incentive for Director to continue serving as a Director of the Company and to advance the interests of the Company; and WHEREAS, the Board of Directors of the Company (the "Board") has authorized and approved the grant of non-qualified stock options to Director subject to the terms and conditions herein provided; and NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Grant of Option and Option Period. The Company hereby grants to Director as of the date of this Agreement (the "Grant Date"), subject to the provisions of Section 2 hereof and as hereinafter set forth, an option (the "Option") to purchase 10,000 shares of Common Stock, par value $.15625 per share, of the Company ("Common Stock") at the price of $3.625 per share, at any time or (with respect to partial exercises) from time to time during a period commencing on the first anniversary of the Grant Date and ending on February 17, 2004 (the "Option Period"), provided that the number of shares purchasable hereunder in any period or periods of time during which the Option is exercised shall be limited as follows: (a) 3,400 shares are purchasable, in whole at any time or in part from time to time, commencing February 17, 1995, if Director serves as a director of the Company until that date; (b) an additional 3,300 shares are purchasable, in whole at any time or in part from time to time, commencing February 17, 1996, if Director serves as a director of the Company until that date; (c) an additional 3,300 shares are purchasable, in whole at any time or in part from time to time, commencing February 17, 1997, if Director serves as a director of the Company until that date. 2 2. Termination of Service. Any provision of Section 1 hereof to the contrary notwithstanding: (a) If Director ceases to be a member of the Board on account of Director's (i) fraud or intentional misrepresentation or (ii) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any direct or indirect majority-owned subsidiary of the Company, then the Option shall automatically terminate and be of no further force or effect as of the date Director ceases to be a member of the Board; (b) If Director shall die during the Option Period while a member of the Board, the Option may be exercised, to the extent that Director was entitled to exercise it at the date of Director's death, within one year after such death (if otherwise within the Option Period), but not thereafter, by the executor or administrator of the estate of Director or by the person or persons who shall have acquired the Option directly from Director by bequest or inheritance; and (c) If Director ceases to be a member of the Board for any reason (other than the circumstances specified in paragraphs (a) and (b) of this Section 2) within the Option Period, the Option may be exercised, to the extent Director was able to do so at the date of termination of the directorship, within three (3) months after such termination (if otherwise within the Option Period), but not thereafter. 3. Exercise During Service. Except as provided in Section 2 hereof, the Option may not be exercised unless Director is at the time of exercise serving as a director of the company, and except as provided in Section 2, such Option shall terminate upon termination of Director's service as a director of the Company. 4. Agreement of Director. As consideration for the Company's grant of the Option, Director agrees to continue to serve the Company as a director at the pleasure of the Company's stockholders for a continuous period of one year from the Grant Date at the retainer rate and fee schedule, if any, in effect as of the date hereof or at such changed rate or schedule as the Company from time to time may establish; provided, that nothing in the Plan or in this Agreement shall confer upon Director any right to continue as a member of the Board. 5. Exercise of Option. The Option may be exercised by written notice signed by Director and delivered to the Secretary of the Company or sent by United States registered or certified mail, postage prepaid, addressed to the Company (to the attention of its Secretary) at its corporate office in Dallas, Texas. Such notice shall state the number of shares as to which the Option is exercised and shall be accompanied by the full amount of the purchase price of such shares, in cash or by check. Any such notice shall be deemed given on the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as above-stated, or, in the case of hand delivery, on the date of receipt thereof by the Secretary of the Company. Promptly after demand by the Company, Director shall pay to the Company an amount equal to applicable withholding taxes, if any, due in connection with -2- 3 the exercise of the Option. In the event of Director's death, the executor or administrator of Director's estate (or anyone who shall have acquired the Option by will or pursuant to the laws of descent and distribution) may exercise the Option in accordance with the provisions of this Agreement. 6. Delivery of Certificates Upon Exercise of the Option. Delivery of a certificate or certificates representing the purchased shares of Common Stock shall be made promptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxes to the Company, if required. If the Company so elects, it obligation to deliver shares of Common Stock upon the exercise of the Option shall be conditioned upon its receipt from the person exercising the Option of an executed investment letter, in form and content satisfactory to the Company and its legal counsel, evidencing the investment intent of such person and such other matters as the Company may reasonably require. It the Company so elects, the certificate or certificates representing the shares of Common Stock issued upon exercise of the Option shall bear a legend in substantially the following form: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED. 7. Adjustments Upon Changes in Common Stock. In the event that before delivery by the Company of all the shares in respect of which the Option is granted, the Company shall have effected a Common Stock split or dividend payable in Common Stock, or the outstanding Common Stock of the Company shall have been combined into a smaller number of shares, the shares still subject to the Option shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such split, dividend or combination. In the event of a reclassification of Common Stock not covered by the foregoing, or in the event of a liquidation, separation or reorganization, including a merger, consolidation or sale of assets, the Board shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares still subject to the Option. The provisions of this Section 7 shall only be applicable if, and only to the extent that, the application thereof does not conflict with any valid governmental statute, regulation or rule. 8. Transferability. The Option evidenced hereby is not transferable otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations -3- 4 order as defined in the Code or in Title I of the Employee Retirement Income Security Act of 1974, as amended, and during the lifetime of Director is exercisable only by Director. 9. Applicable Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Texas except to the extent preempted by Federal law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The "Company" TOREADOR ROYALTY CORPORATION By: /s/ PETER R. VIG ----------------------------------- Peter R. Vig, Chairman and Chief Executive Officer "Director" /s/ THOMAS P. KELLOGG, JR. ---------------------------------------- Thomas P. Kellogg, Jr. -4- EX-4.8 5 FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 4.8 TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and entered into as of this 8th day of September, 1994, by and between Toreador Royalty Corporation, a Delaware corporation (the "Company"), and _________________________ ("Optionee"); W I T N E S S E T H: WHEREAS, Optionee is an independent petroleum engineer and provides consulting services ("Services") to the Company in such capacity; and WHEREAS, the Company desires to extend to Optionee the opportunity to acquire Common Stock as an added incentive for Optionee to continue providing Services to the Company and to advance the interests of the Company; and WHEREAS, the Board of Directors of the Company has authorized and approved the grant of non-qualified stock options to Optionee subject to the terms and conditions herein provided; and NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Grant of Option and Option Period. The Company hereby grants to Optionee as of the date of this Agreement (the "Grant Date"), subject to the provisions of Section 2 hereof and as hereinafter set forth, an option (the "Option") to purchase 10,000 shares of Common Stock, par value $.15625 per share, of the Company ("Common Stock") at the price of $3.25 per share, at any time or (with respect to partial exercises) from time to time during a period commencing on the first anniversary of the Grant Date and ending on September 8, 2004 (the "Option Period"), provided that the number of shares purchasable hereunder in any period or periods of time during which the Option is exercised shall be limited as follows: (a) only 33 1/3% of such shares (if a fractional number, then the next lower whole number) are purchasable, in whole at any time or in part from time to time, commencing September 8, 1995, if Optionee provides Services to the Company until that date; (b) an additional 33 1/3% of such shares (if a fractional number, then the next lower whole number) are purchasable, in whole at any time or in part from time to time, commencing September 8, 1996, if Optionee provides Services to the Company until that date; 2 (c) the remainder of such shares are purchasable, in whole at any time or in part from time to time, commencing September 8, 1997, if Optionee provides Services to the Company until that date. 2. Termination of Service. Any provision of Section 1 hereof to the contrary notwithstanding: (a) If Optionee ceases to provide Services to the Company on account of Optionee's fraud, dishonesty or intentional misrepresentation, then the Option shall automatically terminate and be of no further force or effect as of the date Optionee ceases to provide Services to the Company; (b) If Optionee shall die during the Option Period while providing Services to the Company, the Option may be exercised, to the extent that Optionee was entitled to exercise it at the date of Optionee's death, within one year after such death (if otherwise within the Option Period), but not thereafter, by the executor or administrator of the estate of Optionee or by the person or persons who shall have acquired the Option directly from Optionee by bequest or inheritance; and (c) If Optionee ceases to provide Services to the Company for any reason (other than the circumstances specified in paragraphs (a) and (b) of this Section 2) within the Option Period, the Option may be exercised, to the extent Optionee was able to do so at the date of termination of Services, within three (3) months after such termination (if otherwise within the Option Period), but not thereafter. 3. Exercise During Service. Except as provided in Section 2 hereof, the Option may not be exercised unless Optionee is at the time of exercise providing Services to the Company. 4. Exercise of Option. The Option may be exercised by written notice signed by Optionee and delivered to the Secretary of the Company or sent by United States registered or certified mail, postage prepaid, addressed to the Company (to the attention of its Secretary) at its corporate office in Dallas, Texas. Such notice shall state the number of shares as to which the Option is exercised and shall be accompanied by the full amount of the purchase price of such shares, in cash or by check. Any such notice shall be deemed given on the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as above-stated, or, in the case of hand delivery, on the date of receipt thereof by the Secretary of the Company. In the event of Optionee's death, the executor or administrator of Optionee's estate (or anyone who shall have acquired the Option by will or pursuant to the laws of descent and distribution) may exercise the Option in accordance with the provisions of this Agreement. 5. Delivery of Certificates Upon Exercise of the Option. Delivery of a certificate or certificates representing the purchased shares of Common Stock shall be made promptly after receipt of notice of exercise and payment of the purchase price. If the Company so elects, it -2- 3 obligation to deliver shares of Common Stock upon the exercise of the Option shall be conditioned upon its receipt from the person exercising the Option of an executed investment letter, in form and content satisfactory to the Company and its legal counsel, evidencing the investment intent of such person and such other matters as the Company may reasonably require. It the Company so elects, the certificate or certificates representing the shares of Common Stock issued upon exercise of the Option shall bear a legend in substantially the following form: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED. 6. Adjustments Upon Changes in Common Stock. In the event that before delivery by the Company of all the shares in respect of which the Option is granted, the Company shall have effected a Common Stock split or dividend payable in Common Stock, or the outstanding Common Stock of the Company shall have been combined into a smaller number of shares, the shares still subject to the Option shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such split, dividend or combination. In the event of a reclassification of Common Stock not covered by the foregoing, or in the event of a liquidation, separation or reorganization, including a merger, consolidation or sale of assets, the Board shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares still subject to the Option. The provisions of this Section 6 shall only be applicable if, and only to the extent that, the application thereof does not conflict with any valid governmental statute, regulation or rule. 7. Transferability. The Option evidenced hereby is not transferable otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or in Title I of the Employee Retirement Income Security Act of 1974, as amended, and during the lifetime of Optionee is exercisable only by Optionee. 8. Applicable Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Texas except to the extent preempted by Federal law. -3- 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The "Company" TOREADOR ROYALTY CORPORATION By: -------------------------------- Peter R. Vig, Chairman and Chief Executive Officer "Optionee" ------------------------------------- ----------------- -4- 5 TOREADOR ROYALTY CORPORATION 530 PRESTON COMMONS WEST 8117 PRESTON ROAD DALLAS, TEXAS 75225 May 15, 1995 c/o Toreador Royalty Corporation 530 Preston Commons West 8117 Preston Road Dallas, Texas 75225 Re: Amendment to Non-Qualified Stock Option Agreement Dear : ------------ Reference is made to that certain Non-Qualified Stock Option Agreement (the "Agreement") dated as of September 8, 1994, between you and Toreador Royalty Corporation (the "Company"). The Board of Directors of the Company has authorized an amendment to the Agreement to allow for accelerated vesting of options granted under the Agreement upon the occurrence of a change in control of the Company. Accordingly, the Agreement is hereby amended effective as of April 25, 1995 by deleting Section 6 in its entirety and inserting in its place a new Section 6 which shall be and read as follows: 6. Adjustments Upon Changes in Capitalization, Merger, Etc. In the event that, before delivery by the Company of all of the shares of Common Stock in respect of which this Option has been granted the Company shall have effected a split of the Common Stock, a dividend payable in Common Stock or combination of Common Stock into a smaller number of shares, the shares still subject to Option shall be increased or decreased proportionately and the purchase price per share shall be decreased or increased proportionately so that the aggregate purchase price for all of the shares then subject to the Option shall remain the same as immediately prior to such split, dividend or combination. In the event of a reclassification of Common Stock not covered by the foregoing, or in the event of a liquidation or reorganization (including a merger, consolidation or sale of assets) of the Company, the Board shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares covered by the unexercised portions of the Option. The provisions of this Section 6 shall only be applicable if, and only to the extent that, the application thereof does not conflict with any valid governmental statute, regulation or rule. 6 May 15, 1995 Page 2 Notwithstanding any indication to the contrary in the preceding paragraphs of this Section 6, upon the occurrence of a "Change in Control" (as hereinafter defined) of the Company, the maturity of the Option shall be accelerated automatically, so that the Option shall become exercisable in full with respect to all shares as to which the Option shall not have previously been exercised or become exercisable; provided, however, that no such acceleration shall occur with respect to this Option if Optionee ceases to provide services to the Company prior to the occurrence of such Change in Control. For purposes of the Plan, a "Change in Control" of the Company shall be deemed to have occurred if: (a) the stockholders of the Company shall approve: (i) any merger, consolidation or reorganization of the Company (a "Transaction") in which the stockholders of the Company immediately prior to the Transaction would not, immediately after the Transaction, beneficially own, directly or indirectly, shares representing in the aggregate more than 50% of all votes to which all stockholders of the corporation issuing cash or securities in the Transaction (or of its ultimate parent corporation, if any) would be entitled under ordinary circumstances in the election of directors, or in which the members of the Company's Board immediately prior to the Transaction would not, immediately after the Transaction, constitute a majority of the board of directors of the corporation issuing cash or securities in the Transaction (or of its ultimate parent corporation, if any), (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions contemplated or arranged by any party as a single plan) of all or substantially all of the Company's assets, or 7 May 15, 1995 Page 3 (iii) any plan or proposal for the liquidation or dissolution of the Company; (b) individuals who constitute the Company's Board as of the date of adoption of the Plan by the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this subparagraph (b), any individual who becomes a Director of the Company subsequent to the date of adoption of the Plan by the Board, and whose election, or nomination for election by the Company's stockholders, is approved by a vote of at least a majority of the Incumbent Directors who are Directors at the time of such vote, shall be considered an Incumbent Director; or (c) any "person," as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such plan), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any "Person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the "beneficial owner" or "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate 20% or more of either (i) the then outstanding shares of Common Stock or (ii) the combined voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Company's Board ("Voting Securities"), in either such case other than as a result of acquisitions of such securities directly from the Company. Notwithstanding the foregoing, a "Change in Control" of the Company shall not be deemed to have occurred for purposes of subparagraph (c) of this Section 6 solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to 20% or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities beneficially owned by any person to 8 May 15, 1995 Page 4 20% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities (other than a result of a stock split, stock dividend or similar transaction), then a "Change in Control" of the Company shall be deemed to have occurred for purposes of subparagraph (c) of this Section 6. Except as expressly modified by this amendment, all terms and conditions of the Agreement shall remain in full force and effect. Sincerely, TOREADOR ROYALTY CORPORATION By: ------------------------------------ Peter R. Vig, Chairman and Chief Executive Officer EX-5.1 6 OPINION OF THOMPSON & KNIGHT 1 EXHIBIT 5.1 [THOMPSON & KNIGHT LETTERHEAD] October 15, 1996 Toreador Royalty Corporation 530 Preston Commons West 8117 Preston Road Dallas, TX 75225 Re: Registration Statement on Form S-8 Gentlemen and Ladies: We have acted as counsel for Toreador Royalty Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 765,000 shares (the "Shares") of the Company's Common Stock, par value $.15625 per share, for issuance pursuant to the Company's 1990 Stock Option Plan, 1994 Non-Employee Director Stock Option Plan and non-qualified options granted to certain of the Company's employees, directors and consultants (collectively, the "Plans"). In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company, agreements and other instruments, certificates of public officials and of officers of the Company, and other instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. We have also participated in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to registration of the Shares under the Securities Act. On the basis of the foregoing, it is our opinion the Shares have been duly authorized by the Company and, when issued in accordance with the terms of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. Respectfully submitted, THOMPSON & KNIGHT A Professional Corporation By:/s/ JOE DANNENMAIER ---------------------------------- Joe Dannenmaier, Attorney EX-23.2 7 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 11, 1996 appearing on page F-2 of Toreador Royalty Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Dallas, Texas October 15, 1996 EX-23.3 8 CONSENT OF HARLIN CONSULTING 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our estimates of reserves, included in the Annual Report on Form 10-K of Toreador Royalty Corporation for the fiscal year ended December 31, 1995. /S/ HARLAN CONSULTING HARLAN CONSULTING Dallas, Texas October 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----