TOREADOR RESOURCES CORPORATION
AMENDED AND RESTATED 1994
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan
(the "Plan") was adopted by the Board of Directors of Toreador Resources Corporation, a Delaware
corporation (the "Company"), originally effective as of September 8, 1994 and was approved by the Company's
stockholders on May 18, 1995.
Pursuant to Section 6.02 of the Plan and after approval by the stockholders at the annual meeting on May 30,
2002, the Board hereby amends the Plan in its entirety and restates the Plan to read as follows, effective May 30,
The Options granted under the Plan shall not be qualified as "incentive stock options" within the meaning of
Section 422(b) of the Code.
The purpose of the Plan is to attract and retain non-employee directors of the Company and to provide such
persons with a proprietary interest in the Company through the granting of Options that will:
(a) increase the interest of such persons in the Company's welfare;
(b) furnish an incentive to such person to continue their services for the Company; and
(c) provide a means through which the Company may attract able persons as directors.
For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings
2.1 "Board" means the board of directors of the Company.
2.2 "Change of Control" means, any one of the following (i) during any period of two (2) consecutive years,
individuals who, at the beginning of such period constituted the entire Board, cease for any reason (other than
death) to constitute a majority of the directors, unless the election, or the nomination for election, by the
Corporation's stockholders, of each new director was approved by a vote of at least a majority of the directors
then still in office who were directors at the beginning of the period; (ii) any pers