Unassociated Document


    
      

    

    Exhibit
10.31

     

    
      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

      


      This
Amended and Restated Employment Agreement (this “Agreement”), effective as of
December 31, 2008 (the “Amendment Date”), is between Rosetta Resources Inc., a
Delaware corporation (“Employer”), and Randy L. Limbacher (“Executive”), and
supersedes and replaces that certain Employment Agreement between Employer and
Executive dated November 1, 2007.

      


      WHEREAS,
Executive has been employed as President and Chief Executive Officer of Employer
; and

      


      WHEREAS,
the parties desire to amend and restate the Employment Agreement dated as of
November 1, 2007, all as herein provided;

      


      NOW,
THEREFORE, the parties hereto agree as follows:

      


      1.        
     Definitions.  As
used in this Agreement, the following terms have the following
meanings:

      


      (a)        
   “Affiliate” means, with respect to any entity, any other
corporation, organization, association, partnership, sole proprietorship or
other type of entity, whether incorporated or unincorporated, directly or
indirectly controlling or controlled by or under direct or indirect common
control with such entity.

      


      (b)       
    “Annual Period” means the time period of each year
beginning on the first day of the Employment Term and ending on the day before
the anniversary of that date.

      


      (c)      
     “Board” means the Board of Directors of
Employer.

      


      (d)       
    “Cause” means a finding by the Board of acts or
omissions constituting, in the Board’s reasonable judgment, any of the following
occurring during the Employment Term:

      


      (i) a
material breach of duty by Executive in the course of his employment with
Employer or its Affiliates involving fraud, acts of dishonesty (other than
inadvertent acts or omissions), disloyalty to Employer or its Affiliates or
moral turpitude constituting criminal felony; (ii) conduct by Executive that is
materially detrimental to Employer, monetarily or otherwise, or that reflects
unfavorably on Employer or Executive to such an extent that Employer’s best
interests reasonably require the termination of Executive’s employment; (iii)
acts or omissions of Executive materially in violation of his obligations under
this Agreement or at law; (iv) Executive’s material failure to comply with or
enforce the personnel policies of Employer or its Affiliates, specifically including those
concerning equal employment opportunity and those related to harassing conduct;
(v) Executive’s material insubordination to the Board; (vi) subject to the
details of Paragraph 4(b), Executive’s failure to devote his full working time
and best efforts to the performance of his responsibilities to Employer or its
Affiliates; (vii) Executive’s conviction of, or entry of a plea agreement or
consent decree or similar arrangement with respect to a felony or any material
violation of federal or state securities laws, in either case, having a material
adverse effect on Employer or its Affiliates; or (viii) Executive’s material
failure to cooperate with any investigation or inquiry authorized by the Board
or conducted by a governmental authority related to Employer’s or an Affiliate’s
business or Executive’s conduct related to Employer or an
Affiliate.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e)      
     “Competitor” means any person or entity that is
engaged in the acquisition, exploration, development and production of oil and
gas properties in competition with the activities of Employer or an
Affiliate.

      


      (f)       
    “Confidential Information” means, without limitation,
all documents or information, in whatever form or medium, concerning or
evidencing sales; costs; pricing; strategies; forecasts and long range plans;
financial and tax information; personnel information; business, marketing and
operational projections, plans and opportunities; customer, vendor, and supplier
information; geological and geophysical maps, data, interpretations, and
analyses; project and prospect locations and leads; well logs, interpretations,
and analyses; and production information; but excluding any such information
that is or becomes generally available to the public other than as a result of
any breach of this Agreement or other unauthorized disclosure by
Executive.

      


      (g)       
    “Corporate Change” means (i) the dissolution or
liquidation of Employer; (ii) a reorganization, merger or consolidation of
Employer with one or more corporations (other than a merger or consolidation
effecting a reincorporation of Employer in another state or any other merger or
consolidation in which the shareholders of the surviving corporation and their
proportionate interests therein immediately after the merger or consolidation
are substantially identical to the shareholders of Employer and their
proportionate interests therein immediately prior to the merger or
consolidation) (collectively, a “Corporate Change Merger”); (iii) the sale of
all or substantially all of the assets of Employer or an Affiliate as defined in
the Rosetta Resources, Inc. 2005 Long-Term Incentive Plan; or (iv) the
occurrence of a Change in Control. A “Change in Control” shall be deemed to have
occurred if (x) individuals who were directors of Employer immediately prior to
a Control Transaction shall cease, within two years of such Control Transaction
to constitute a majority of the Board of Directors of Employer (or of the Board
of Directors of any successor to Employer or to a company which has acquired all
or substantially all its assets) other than by reason of an increase in the size
of the membership of the applicable Board that is approved by at least a
majority of the individuals who were directors of Employer immediately prior to
such Control Transaction or (y) any entity, person or Group acquires shares of
Employer in a transaction or series of transactions that result in such entity,
person or Group directly or indirectly owning beneficially 50% or more of the
outstanding shares of Common Stock. As used herein, “Control Transaction” means
(A) any tender offer for or acquisition of capital stock of Employer pursuant to
which any person, entity, or Group directly or indirectly acquires beneficial
ownership of 20% or more of the outstanding shares of Common Stock; (B) any
Corporate Change Merger of Employer; (C) any contested election of directors of
Employer; or (D) any combination of the foregoing, any one of which results in a
change in voting power sufficient to elect a majority of the Board of Directors
of Employer. As used herein, “Group” means persons who act “in concert” as
described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of
1934, as amended.  Notwithstanding the foregoing, “Corporate Change”
shall not include the Acquisition, the Offering or any public offering of equity
of Employer pursuant to a registration that is effective under the Securities
Act of 1933, as amended. As used herein, “Acquisition” and “Offering” shall have
the same meaning given to those terms in the Rosetta Resources Inc. 2005
Long-Term Incentive Plan.


      
        
           


        

        
           


          
            

          

        

        
           


        

      
 

      (h)       
    “Employment Termination Date” means the effective date
of termination of Executive’s employment as established under Paragraph
6(g).

      


      (i)        
    “Good Reason” means any of the following actions if
taken without Executive’s prior written consent: (i) any material diminution in
Executive’s authority, responsibilities or duties; (ii) any material diminution
in Executive’s base compensation; (iii) any permanent relocation of Executive’s
regular place of business to a location 50 miles or more from the then-current
location of Employer’s executive offices; or (iv) any other action or inaction
by Employer that constitutes a material breach by Employer of its obligations
under this Agreement. Neither a transfer of employment among Employer and any of
its Affiliates nor a change in the co-employment relationship, standing alone,
constitutes “Good Reason.”

       


      (j)       
     “Inability to Perform” means and shall be deemed
to have occurred if Executive has been determined under Employer’s long-term
disability plan to be eligible for long-term disability benefits. In the absence
of Executive’s participation in, application for benefits under, or existence of
such a plan, “Inability to Perform” means Executive’s inability to perform the
essential functions of his position because of an illness or injury for (i) a period of six
consecutive months or (ii) an aggregate of six months within any period of 12
consecutive months.

      


      (k)      
     “Work Product” means all ideas, works of
authorship, inventions, and other creations, whether or not patentable,
copyrightable, or subject to other intellectual-property protection, that are
made, conceived, developed or worked on in whole or in part by Executive while
employed by Employer and/or any of its Affiliates, that relate in any manner
whatsoever to the business, existing or then-proposed, of Employer and/or any of
its Affiliates, or any other business or research or development effort in which
Employer and/or any of its Affiliates engages during Executive’s
employment.

      


      2.           
  Employment.  Employer
agrees to employ Executive (directly or through an Affiliate), and Executive
agrees to be employed, for the period set forth in Paragraph 3. Executive will
be employed in the position and with the duties and responsibilities set forth
in Paragraph 4(a) and upon the other terms and conditions set out in this
Agreement. Employer and Executive agree that such employment may be through a
co-employment relationship with a professional employer organization, subject to
the requirements of Paragraph 4(a).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.           
  Term.  Executive’s
employment under this Agreement shall commence on November 1, 2007, and shall be
for an initial term of one Annual Period (the “Employment Term”), unless sooner
terminated as provided in this Agreement. Subject to earlier termination as
provided in this Agreement, the Employment Term shall be automatically extended
for an additional Annual Period (not to exceed nine additional Annual Periods)
unless either Executive or Employer gives written notice to the other six months
or more prior to the end of the initial term or, if the Agreement has been
automatically extended beyond the initial term, six months or more prior to the
end of the additional Annual Period. In the event of such an automatic
extension, each additional Annual Period shall be part of the “Employment
Term.”  Upon such timely written notice or at the end of the nine
additional periods contemplated above, Executive’s employment will end upon the
expiration of the Employment Term.

      


      4.       
      Position and
Duties.

      


      (a)         
  During the Employment Term, Executive shall be employed as President
and Chief Executive Officer of Employer, under the direction and subject to the
control of the Board (which direction shall be such as is customarily exercised
over a chief executive officer), and Executive shall be responsible for the
business, affairs, properties and operations of Employer and shall have general
executive charge, management and control of Employer, with all such powers and
authority with respect to such business, affairs, properties and operations as
may be reasonably incident to such duties and responsibilities.  In
addition, Executive shall have such other duties, functions, responsibilities,
and authority as are from time to time delegated to Executive by the Board;
provided, however, that such duties, functions, responsibilities, and authority
are reasonable and customary for a person serving in the same or similar
capacity of an enterprise comparable to Employer.

      


      (b)        
   During the Employment Term, Executive shall devote his full
business time, skill, and attention and his best efforts to the business and
affairs of Employer to the extent necessary to discharge fully, faithfully, and
efficiently the duties and responsibilities delegated and assigned to Executive
in or pursuant to this Agreement, except for usual, ordinary, and customary
periods of vacation and absence due to illness or other disability and as
otherwise specified in this paragraph.  Employer agrees that it shall
not be a violation of this paragraph for Executive to (i) serve on corporate,
civic or charitable boards or committees, (ii) deliver lectures, fulfill
speaking engagements or teach at educational institutions, and (iii) manage
personal investments, so long as in the case of (i), (ii) and (iii) above such
activities do not significantly interfere or conflict with the performance of
Executive’s responsibilities under this Agreement or the interests of
Employer.  Specifically, Employer acknowledges that Executive
currently serves on the Board of Directors of CARBO Ceramics, Inc. and currently
serves as the Chairman of Junior Achievement for Southeast Texas and represents
that such service shall not be considered a violation of this paragraph unless
such activities significantly interfere with Executive’s performance of his
responsibilities under this Agreement.  Executive shall not become a
member of the board of directors or committees of any other business
organization without the prior written consent of the
Board.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c)        
   In connection with Executive’s employment under this
Agreement, Executive shall be based in Houston, Texas, or at any other place
where the principal executive offices of Employer may be located during the
Employment Term, subject to the provisions of Paragraph 1(i)(iii). Executive
also will engage in such travel as the performance of Executive’s duties in the
business of Employer may require.

      


      (d)       
    All services that Executive may render to Employer or
any of its Affiliates in any capacity during the Employment Term shall be deemed
to be services required by this Agreement and the consideration for such
services is that provided for in this Agreement.

      


      (e)       
    Executive hereby acknowledges that he has read and is
familiar with Employer’s policies regarding business ethics and conduct, and
will comply with all such provisions, and any amendments thereto, during the
Employment Term.

      


      5.        
     Compensation and Related
Matters.

      


      (a)        
   Base
Salary.  During each Annual Period of the Employment Term,
Employer shall pay to Executive for his services under this Agreement an annual
base salary (“Base Salary”). The Base Salary as of the Amendment Date shall be
$625,000. The Base Salary is subject to annual adjustments beginning in January
2009, at the discretion of the Board, but in no event shall Employer pay
Executive a Base Salary less than that set forth above, or any increased Base
Salary later in effect, without the consent of Executive. The Base Salary shall
be payable in installments in accordance with the general payroll practices of
Employer, or as otherwise mutually agreed upon.

      


      (b)       
    Annual
Incentives.  Beginning in calendar year 2008 and during the
Employment Term, Executive will participate in any incentive compensation plan
(ICP) applicable to Executive’s position, as may be adopted by Employer from
time to time and in accordance with the terms of such
plan(s).  Executive’s target award opportunity under the ICP will be
100% of Executive’s Base Salary, and shall be subject to such other terms,
conditions and restrictions as may be established by the Board or the ICP
committee.

      


      (c)        
   Long-Term
Incentives.  During the Employment Term, Executive will
participate in Employer’s 2005 Long-Term Incentive Plan (“LTI Plan”) applicable
to Executive’s position, or any successor plan as may be adopted by Employer
from time to time, in accordance with the terms of such plan(s). Except as
provided in Paragraph 5(d), Executive will participate in such long term
incentive opportunities (“LTI opportunities”) as may be determined by the Board
or the LTI Plan committee, as applicable; provided that, in no event shall the
LTI opportunities provided to Executive ever be less than the LTI opportunities
then provided to other senior executives of Employer without the consent of
Executive.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d)        
   Equity Grants Related to
Initial Employment.  Executive shall be granted the following
awards pursuant to the terms of the LTI Plan:

      


      (i)         
   On November 1, 2007, a nonqualified stock option to purchase
102,100 shares of Employer’s common stock at an exercise price equal to the Fair
Market Value (as defined in the LTI Plan) of Employer’s common stock on the
November 1, 2007, which option will have a ten year term and be 100% vested on
the date of grant.

      


      (ii)      
     On November 1, 2007, 102,100 shares of restricted
common stock in Employer, which will vest as follows: (A) 25% of such shares (if
a fractional number, then the next lower whole number) will vest on November 1,
2008, provided Executive is in the continuous service of Employer or an
Affiliate until and on such vesting date; (B) an additional 25% of such shares
(if a fractional number, then the next lower whole number) will vest on November
1, 2009, provided Executive is in the continuous service of Employer or an
Affiliate until and on such vesting date; and (C) the remaining shares will vest
on November 1, 2010, provided Executive is in the continuous service of Employer
or an Affiliate until and on such vesting date.

      


      (iii)           On
January 1, 2008 (if Executive is employed by Employer on such date), $3,500,000
in value of sign-on restricted common stock in Employer, which will vest in full
on the fifth anniversary of November 1, 2007, provided that Executive is in the
continuous service of Employer or an Affiliate until and on such vesting date.
The number of shares of restricted common stock to be granted to Executive in
respect of the $3,500,000 in value shall be determined by dividing $3,500,000 by
the Fair Market Value (as defined in the LTI Plan) of Employer’s common stock on
November 1, 2007; provided, however, that no more than 200,000 shares of
restricted common stock shall be granted to Executive pursuant to this Paragraph
5(d)(iii).

      


      Notwithstanding
the foregoing, the percentage indicated below of the total number of shares of
restricted common stock granted Executive under this Paragraph 5(d)(iii) will
vest on the date on which the Fair Market Value per share of Employer’s common
stock has reached a level indicated below (each a “Target Level”) and remained
at or above such Target Level for 30 consecutive trading days, provided that
Executive is in the continuous service of Employer or an Affiliate until and on
the applicable vesting date:

      


      $22 per
share 15%

      $25 per
share 20%

      $30 per
share 30%

      $35 per
share 20%

      $40 per
share 15%


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      To the
extent that a specified percentage of shares vests based on a particular Target
Level, and the shares associated with any lower Target Level have not previously
vested, the shares associated with that lower Target Level shall vest on the
same date.

      


      The
equity award grants provided for in this Paragraph 5(d) shall be subject to the
terms and conditions of the LTI Plan and the award agreements covering such
awards, which shall be substantially in the forms collectively attached hereto
as Exhibit A, but only to the extent that such forms are not inconsistent with
the terms and conditions of this Agreement.  In the event of an
inconsistency between this Agreement and any such award, the terms of this
Agreement shall govern (including, for example, the definitions of “Cause” and
“Good Reason”).

      


      (e)         
  Employee
Benefits.  During the Employment Term, Executive shall be
entitled to participate in all employee benefit plans, programs, and
arrangements that are generally made available by Employer to its similarly
situated employees, including without limitation Employer’s life insurance,
long-term disability, and health plans. Executive acknowledges and agrees that
cooperation and participation in medical or physical examinations may be
required by one or more insurance companies in connection with the applications
for such life and/or disability insurance policies.

      


      (f)            
Expenses.  Executive
shall be entitled to receive reimbursement for all reasonable expenses incurred
by Executive during the Employment Term in performing his duties and
responsibilities under this Agreement, consistent with Employer’s policies or
practices for reimbursement of expenses incurred by other senior executives of
Employer (“Business Expenses”). Notwithstanding the foregoing, (i) the amount of
expenses eligible for reimbursement during a calendar year may not affect the
expenses eligible for reimbursement in any other calendar year, (ii) the
reimbursement must be made on or before the last day of the calendar year
following the calendar year in which the expense was incurred and (iii) the
right to reimbursement shall not be subject to liquidation or exchange for any
other benefit.

      


      (g)           
Vacations.  During
each Annual Period of the Employment Term, Executive shall be eligible for four
weeks’ paid vacation, as well as sick pay and other paid and unpaid time off in
accordance with the policies and practices of Employer. Executive agrees to use
his vacation and other paid time off at such times that are (i) consistent with
the proper performance of his duties and responsibilities and (ii) mutually
convenient for Employer and Executive.

      


      (h)          
 Fringe
Benefits.  During the Employment Term, Executive shall be
entitled to the perquisites and other fringe benefits that are made available by
Employer to its senior executives generally and to such perquisites and fringe
benefits that are made available by Employer to Executive in particular, subject
to any applicable terms and conditions of any specific perquisite or other
fringe benefit.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.          
   Termination of
Employment.

      


      (a)     
      Death.  Executive’s
employment shall terminate automatically upon his death.

      


      (b)        
   Inability to
Perform.  Employer may terminate Executive’s employment for
Inability to Perform.

      


      (c)      
     Termination by Employer for
Cause.  Employer may terminate Executive’s employment for Cause
by providing Executive with a Notice of Termination as set out in Paragraph
6(f). Before terminating Executive’s employment for Cause, Employer must provide
Executive with written notice of its intent to do so, which notice must specify
the particular circumstances or events that Employer contends gives rise to the
existence of Cause; provided, however, that if Employer intends to exercise its
right to terminate Executive’s employment in whole or part under provisions
(iii), (iv), (v), (vi) or (viii) of the definition of Cause, Employer must first
provide Executive with a reasonable period of time to correct those
circumstances or events Employer contends give rise to the existence of Cause
under such provision(s) (the “Correction Period”), but not to the extent
the Board makes a reasonable, good faith determination that those circumstances
or events cannot reasonably be corrected. A 30-day Correction Period shall be
presumptively reasonable. Executive will be given the opportunity within 30
calendar days of his receipt of Employer’s written notice of its intent to
terminate Executive’s employment for Cause to defend himself with respect to the
circumstances or events specified in such notice and in a manner and under such
procedures as the Board may establish. Nothing in this Paragraph 6(c) precludes
informal discussions between Executive and any member of the Board regarding
such circumstances or events.

      


      (d)       
    Termination by Executive for
Good Reason.  Executive may terminate his employment for Good
Reason. To exercise his right to terminate for Good Reason, Executive must
provide written notice to Employer of his belief that Good Reason exists within
60 days of the date he first becomes aware of the condition(s) giving rise to
the Good Reason, and that notice shall describe the condition(s) believed to
constitute Good Reason. Employer shall have 30 days to remedy the Good Reason
condition(s). If not remedied within that 30-day period, Executive may submit a
Notice of Termination; provided, however, that the Notice of Termination
invoking Executive’s right to terminate his employment for Good Reason must be
given no later than 100 days after the date Executive first became aware of the
condition(s) giving rise to the Good Reason; otherwise, Executive is deemed to
have accepted the condition(s), or Employer’s correction of such condition(s),
that may have given rise to the existence of Good Reason.

      


      (e)        
   Termination by Either Party
Without Cause or Without Good Reason.  Either Employer or
Executive may terminate Executive’s employment without Cause or without Good
Reason upon at least 60 days’ prior written notice to the other
party.

      


      (f)         
   Notice of
Termination.  Any termination of Executive’s employment by
Employer or by Executive (other than a termination pursuant to Paragraph 6(a))
shall be communicated by a Notice of Termination. A “Notice of Termination” is a
written notice that must (i) indicate the specific termination provision in this
Agreement relied upon; (ii) in the case of a termination for Inability to
Perform, Cause, or Good Reason, set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision invoked; and (iii) if the termination is by
Executive under Paragraph 6(e), or by Employer for any reason, specify the
Employment Termination Date.  The failure by Employer or Executive to
set forth in the Notice of Termination any fact or circumstance that contributes
to a showing of Cause or Good Reason shall not waive any right of Employer or
Executive or preclude either of them from asserting such fact or circumstance in
enforcing or defending their rights.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (g)        
   Employment Termination
Date.  The Employment Termination Date, whether occurring
before or after a Corporate Change, shall be as follows: (i) if Executive’s
employment is terminated by his death, the date of his death; (ii) if
Executive’s employment is terminated by Employer because of his Inability to
Perform or for Cause, the date specified in the Notice of Termination, which
date shall be no earlier than the date such notice is given; (iii) if
Executive’s employment is terminated by Executive for Good Reason, the date on
which the Notice of Termination is given; (iv) if the termination is under
Paragraph 6(e), the date specified in the Notice of Termination, which date
shall be no earlier than 60 days after the date such notice is given, or (v) if
Executive’s employment is terminated by expiration of the Employment Term, or
Executive or Employer gives timely notice pursuant to Paragraph 3, the date the
Employment Term expires.

      


      (h)       
    Deemed
Resignation.  In the event of termination of Executive’s
employment, Executive agrees that if at such time he is a member of the Board or
is an officer of Employer or a director or officer of any of its Affiliates, he
shall be deemed to have resigned from such position(s) effective on the
Employment Termination Date, unless the Board and Executive agree in writing
prior to the Employment Termination Date that Executive shall remain a member of
the Board, in which case Executive shall not be deemed to have resigned his
position as a member of the Board merely by virtue of the termination of his
employment. Executive agrees to execute and deliver any documents evidencing his
resignation from such positions that Employer may reasonably request; provided,
however, that no such document shall affect the date that Executive ceased to be
a Board member as described above such that Executive continues to have duties
as a Board member beyond the date specified in the preceding
sentence.

      


      (i)        
    Investigation;
Suspension.  Employer may suspend Executive with pay pending
(a) an investigation as described in Paragraph 1(d)(viii), or (b) a
determination by the Board whether Executive has engaged in acts or omissions
constituting Cause.  Such a paid suspension shall not constitute a
termination of Executive’s employment, or Good Reason.  Executive
agrees to cooperate with Employer in connection with any such
investigation.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.          
   Compensation Upon
Termination of Employment.

      


      (a)     
      Death.  If
Executive’s employment is terminated by reason of Executive’s death, Employer
shall pay to such person as Executive shall designate in a written notice to
Employer (or, if no such person is designated, to his estate) any unpaid portion
of Executive’s Base Salary through the Employment Termination Date (the
“Compensation Payment”), any earned but unused vacation (the “Vacation
Payment”), and any unreimbursed Business Expenses, at the time and in the manner
required by applicable law but in no event later than 30 business days after the
Employment Termination Date.

      


      (b)      
     Inability to
Perform.  If Executive’s employment is terminated by reason of
Executive’s Inability to Perform, Employer shall pay to Executive the
Compensation Payment, the Vacation Payment, and any unreimbursed Business
Expenses at the time and in the manner required by applicable law but in no
event later than 30 business days after the Employment Termination
Date.

      


      (c)       
    Termination by Executive
Without Good Reason.  If Executive’s employment is terminated
by Executive pursuant to and in compliance with Paragraph 6(e), Employer shall
pay to Executive the Compensation Payment, the Vacation Payment, and any
unreimbursed Business Expenses, at the time and in the manner required by
applicable law but in no event later than 30 business days after the Employment
Termination Date.

      


      (d)        
   Termination for
Cause.  If Executive’s employment is terminated by Employer for
Cause, Employer shall pay to Executive the Compensation Payment, the Vacation
Payment, and any unreimbursed Business Expenses, at the time and in the manner
required by applicable law but in no event later than 30 business days after the
Employment Termination Date.

      


      (e)      
     Termination Without Cause or
With Good Reason or Upon Expiration of Employment Term.

      


      (i)      
      If Executive’s employment is terminated by
Employer for any reason other than death, Inability to Perform, or Cause, or is
terminated by Executive for Good Reason during the Employment Term, or if
Executive’s employment ends upon the expiration of the Employment Term, Employer
shall pay to Executive the Compensation Payment, the Vacation Payment, and any
unreimbursed Business Expenses, at the time and in the manner required by
applicable law but in no event later than 30 business days after the Employment
Termination Date.

      


      (ii)       
    In addition, if Executive’s employment is terminated by
Employer for any reason other than death, Inability to Perform, or Cause, or is
terminated by Executive for Good Reason during the Employment Term, or if
Employer gives timely notice pursuant to Paragraph 3 and Executive’s employment
therefore ends upon the expiration of the Employment Term, Employer shall pay or
provide to Executive in lieu of any other severance or separation benefits, at
the time and in the manner provided in Paragraph 7(e)(iii), the following if,
within 45 days after the Employment Termination Date, Executive has signed a
general release agreement substantially in the form attached hereto as Exhibit B
and Executive does not revoke such release:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (A)           Executive’s
Base Salary as in effect on the Employment Termination Date (but in no event
less than the Base Salary on November 1, 2007), multiplied by
three;

      


      (B)           Executive’s
ICP award at the target level for the performance period in effect on the
Employment Termination Date (but in no event less than the target level
specified in Paragraph 5(b)), multiplied by three;

      


      (C)           Immediate
grant, and full and immediate vesting, of the restricted stock grant described
Paragraph 5(d)(iii) if not previously granted;

      


      (D)           Full
and immediate vesting of all Employer stock options and restricted stock awards
held by Executive as of the Employment Termination Date;

      


      (E)        
   Executive will have twelve months after the Employment
Termination Date, to exercise all Employer stock options, provided that in no
event may such stock options be exercised after the latest date upon which the
options would have expired by their original terms.

      


      Notwithstanding
the foregoing, Employer’s obligation under this Paragraph 7(e)(ii) is limited as
follows:

      


      (X)           If
Executive engages in any conduct that materially violates Paragraph 8 or engages
in any of the Restricted Activities described in Paragraph 9, Employer’s
obligation to make payments to Executive under this Paragraph 7(e)(ii), if any
such obligation remains, shall end as of the date Employer so notifies Executive
in writing; and

      


      (Y)           If
Executive is found guilty or enters into a plea agreement, consent decree, or
similar arrangement with respect to any felony criminal offense or any material
violation of federal or state securities laws, or has a cease-and-desist order,
injunction, or other penalty or judgment issued or entered in any material civil
enforcement action brought against him by any United States regulatory agency or
by a court of competent jurisdiction in a proceeding commenced by such a
regulatory agency (in either case, regardless of whether Executive admits or
denies the substantive allegations, and in each case for actions or omissions
related to his employment with Employer or any of its Affiliates), (1)
Employer’s obligation to make payments to Executive under this Paragraph
7(e)(ii) shall end as of the date that Employer so notifies Executive in
writing, and (2) Executive shall repay to Employer any amounts paid to him
pursuant to this Paragraph 7(e)(ii) within 30 days after receipt of a written
request to do so by Employer.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (iii)           The
amounts provided for under Paragraphs 7(e)(ii)(A) and 7(e)(ii)(B) shall be paid
as follows:

      


      (A)           An
amount equal to (1) 50% of the amount provided for under Paragraph 7(e)(ii)(A)
plus (2) the sum (to the extent that such sum exceeds zero) of the amounts
provided for under Paragraphs 7(e)(ii)(A) and 7(e)(ii)(B) less the payment under
Paragraph 7(e)(iii)(A)(1) less the Section 409A Exempt Amount, shall be paid in
a single lump sum no later than 60 days after the Employment Termination Date,
provided that the Employment Termination Date, constitutes a separation from
service for purposes of Code Section 409A. For purposes of this Agreement, the
“Section 409A Exempt Amount” is two times the lesser of (x) Executive’s
annualized compensation based upon the annual rate of pay for services provided
to Employer for the calendar year preceding the calendar year in which Executive
has a separation from service (as defined in the Code and the final regulations
and other guidance thereunder (“Code Section 409A”)) with Employer (adjusted for
any increase during that year that was expected to continue indefinitely if the
service provider had not separated from service) or (y) the maximum amount that
may be taken into account under a qualified plan pursuant to Section 401(a)(17)
of the Code for the year in which Executive has a separation from
service.

      


      (B)         
  The Section 409A Exempt Amount or, if less, the excess of the amount
provided for under Paragraphs 7(e)(ii)(A) and 7(e)(ii)(B) over the amount paid
under Paragraph 7(e)(iii)(A), shall be paid in equal monthly installments over a
period of 18 months commencing on the first day of the sixth month following the
Employment Termination Date, provided that the Employment Termination Date
constitutes a separation from service for purposes of Code Section
409A.

      


      (f)         
   Termination of Employment
Following Corporate Change.

      


      (i)      
      If, within the two-year period following a
Corporate Change, Executive’s employment with Employer or an Affiliate or
successor of Employer is terminated for any reason other than death, Inability
to Perform, or Cause, is terminated by Executive for Good Reason, or if Employer
or an Affiliate or successor of Employer gives timely notice pursuant to
Paragraph 3 and Executive’s employment therefore ends upon the expiration of the
Employment Term, Executive will be paid the Compensation Payment, the Vacation
Payment and any unreimbursed Business Expenses, at the time and in the manner
required by applicable law but in no event later than 30 business days after the
Employment Termination Date.  In addition, if, within 45 days after
the Employment Termination Date, Executive has signed a general release
agreement substantially in the form attached hereto as Exhibit B and Executive
does not revoke such release, in lieu of any other payments under Paragraph
7(e)(ii), Employer shall (A) pay Executive a lump-sum amount equivalent to the
sum of the amounts specified in Paragraph 7(e)(ii)(A) and 7(e)(ii)(B), and (B)
provide Executive the benefits described in Paragraph 7(e)(ii)(C), 7(e)(ii)(D)
and 7(e)(ii)(E).  The provisions of Paragraph 7(e)(ii)(X) and
7(e)(ii)(Y) shall not apply to this Paragraph 7(f).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (ii)         
  The payment provided for in Paragraph 7(f)(i)(A) shall be paid in a
single lump sum payment on the 60th business day after the Employment
Termination Date.

      


      (iii)           In
the event that it is determined that any payment (other than the Gross-Up
payment provided for in this Paragraph 7(f)(iii)) or distribution by Employer or
any of its Affiliates to or for the benefit of Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option or similar
right, or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a “Payment”), would be subject to the
excise tax imposed by Section 4999 of the Code (or any successor provision
thereto) by reason of being considered “contingent on a change in ownership or
control” of Employer, within the meaning of Section 280G of the Code or any
successor provision thereto (such tax being hereafter referred to as the “Excise
Tax”), then Executive will be entitled to receive an additional payment or
payments (a “Gross-Up Payment”). The Gross-Up Payment will be in an amount such
that, after payment by Executive of all taxes, including any Excise Tax imposed
upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payment. The determination of whether
an Excise Tax would be imposed, the amount of such Excise Tax, and the
calculation of the amounts referred to in this Paragraph 7(f)(iii) will be made
at the expense of Employer by Employer’s regular independent accounting firm
(the “Accounting Firm”), which shall provide detailed supporting calculations,
and shall be based on the Executive’s actual taxes paid and tax rates applied,
determined by reference to the Executive’s tax returns as filed for the relevant
year(s), copies of which shall be provided to the Accounting
Firm..  Any determination by the Accounting Firm will be binding upon
Employer and Executive.  The Gross-Up Payment will be paid to
Executive as soon as administratively practicable, but in no event later than
the end of the Executive’s taxable year next following the Executive’s taxable
year in which Executive remits the related taxes.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (g)       
    Health
Insurance.  In addition, if Executive’s employment with
Employer or an Affiliate or successor of Employer is terminated or ends under
the circumstances set forth in Paragraph 7(f), Executive will receive, in
addition to any other payments due under this Agreement, the following benefit:
if, at the time of the Employment Termination Date, Executive participates in
one or more health plans offered or made available by Employer and Executive is
eligible for and elects to receive continued coverage under such plans in
accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) or any successor law, Employer will reimburse Executive during the
18-month period following the Employment Termination Date, for the difference
between the total amount of the monthly COBRA premiums for the same coverage as
in effect on the Employment Termination Date, that are actually paid by
Executive for such continued health plan benefits and the total monthly amount
of the same premiums charged to active senior executives of Employer for health
insurance coverage. Such reimbursement shall be made within the 90-day period
following Executive’s payment of each monthly COBRA premium. Provided, however,
that Employer’s reimbursement obligation under this Paragraph 7(g) shall
terminate upon the earlier of (i) the expiration of the time period described
above or (ii) the date Executive becomes eligible for health insurance coverage
under a subsequent employer’s plan without being subject to any
preexisting-condition exclusion under that plan, which occurrence Executive
shall promptly report to Employer.  Provided further, however, the
amount of COBRA reimbursement during a calendar year may not affect the COBRA
expenses eligible for reimbursement in any other calendar year.

      


      (h)        
   Exclusive Compensation and
Benefits.  The compensation and benefits described in this
Paragraph 7, along with the associated terms for payment, constitute all of
Employer’s obligations to Executive with respect to the ending of Executive’s
employment with Employer and/or its Affiliates, subject to Paragraph 24 and the
remainder of this Paragraph 7(h).  Accordingly, Executive and Employer
expressly acknowledge and agree that, following the Employment Termination Date,
Executive shall have no rights to any employment by Employer or its Affiliates
(including employment as described in Paragraphs 2, 3 and 4 of this Agreement),
and no rights to any further compensation or benefits under Paragraph 5 of this
Agreement.  Executive and Employer further acknowledge and agree that
nothing in this Agreement is intended to limit or terminate (i) any obligations
of Employer or Executive under the other terms of this Agreement, including, but
not limited to, with respect to Employer, its obligations under Paragraphs 12
and 20, and, with respect to Executive, his obligations under Paragraphs 6(h),
8, 9, 10, 13, 22, and 23, or (ii) any earned, vested benefits (other than any
entitlement to severance or separation pay, if any) that Executive may have
under the applicable provisions of any benefit plan of Employer in which
Executive is participating at the time of the termination of
employment.

      


      (i)         
   Code
Section 409A Matters.  This Agreement is intended to comply
with Code Section 409A and any ambiguous provisions will be construed in a
manner that is compliant with or exempt from the application of Code Section
409A.  If a provision of the Agreement would result in the imposition
of an applicable tax under Code Section 409A, the parties agree that such
provision shall be reformed to avoid imposition of the applicable tax, with such
reformation effected in a manner that has the most favorable result to
Executive.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      For
purposes of Code Section 409A, each payment or amount due under this Agreement
shall be considered a separate payment, and Executive’s entitlement to a series
of payments under this Agreement is to be treated as an entitlement to a series
of separate payments.

      


      If (x)
Executive is a “specified employee,” as such term is defined in Code Section
409A and determined as described below in this Paragraph 7(i), and (y) any
payment due under this Agreement is subject to Code Section 409A and is required
to be delayed under Code Section 409A because Executive is a specified employee,
that payment shall be payable on the earlier of (A) the first business day that
is six months after Executive’s separation from service, as such term is defined
in Code Section 409A, (B) the date of Executive’s death, or (C) the date that
otherwise complies with the requirements of Section 409A.  This
Paragraph 7(i) shall be applied by accumulating all payments that otherwise
would have been paid within six months of Executive’s separation and paying such
accumulated amounts on the earliest business day which complies with the
requirements of Code Section 409A.  For purposes of determining the
identity of specified employees, the Board may establish procedures as it deems
appropriate in accordance with Code Section 409A.

      


      (j)         
   Payment after Executive’s
Death.  In the event of Executive’s death after he becomes
entitled to a payment or payments pursuant to this Paragraph 7, any remaining
unpaid amounts shall be paid, at the time and in the manner such payments
otherwise would have been paid to Executive, to such person as Executive shall
designate in a written notice to Employer (or, if no such person is designated,
to his estate).

      


      (k)        
   Offset.  Executive
agrees that Employer may set off against, and Executive authorizes Employer to
deduct from, any payments due to Executive, or to his heirs, legal
representatives, or successors, as a result of the termination of Executive’s
employment any amounts which may be due and owing to Employer or any of its
Affiliates by Executive, whether arising under this Agreement or otherwise;
provided, however, that any such set off and deduction shall be made in a manner
that complies with Code Section 409A to the extent applicable.

      


      8.         
    Confidential
Information.

      


      (a)       
    Executive acknowledges and agrees that (i) Employer and
its Affiliates are engaged in a highly competitive business; (ii) Employer and
its Affiliates have expended considerable time and resources to develop goodwill
with their customers, vendors, and others, and to create, protect, and exploit
Confidential Information; (iii) Employer must continue to prevent the dilution
of its and its Affiliates’ goodwill and unauthorized use or disclosure of its
Confidential Information to avoid irreparable harm to its legitimate business
interests; (iv) in the oil and gas acquisition, exploration, development and
production business, his participation in or direction of Employer’s or its
Affiliates’ day-to-day operations and strategic planning are an integral part of
Employer’s continued success and goodwill; (v) given his position and
responsibilities, he necessarily will be creating Confidential Information that
belongs to Employer and enhances Employer’s goodwill, and in carrying out his
responsibilities he in turn will be relying on Employer’s goodwill and the
disclosure by Employer to him of Confidential Information; and (vi) he will have
access to Confidential Information that could be used by any Competitor of
Employer in a manner that would irreparably harm Employer’s competitive position
in the marketplace and dilute its goodwill.  Employer acknowledges and
agrees that nothing in this Agreement precludes Executive from accepting
employment from any third party employer after termination of employment with
Employer and its Affiliates for whatever reason, provided that Executive
complies with his obligations under Paragraph 8(d) and at law with respect to
the Confidential Information.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)       
    Employer acknowledges and agrees that Executive must
have and continue to have throughout his employment the benefits and use of its
and its Affiliates’ goodwill and Confidential Information in order to properly
carry out his responsibilities. Employer accordingly promises upon execution and
delivery of this Agreement to provide Executive immediate and continuing access
to Confidential Information and to authorize him to engage in activities that
will create new and additional Confidential Information.

      


      (c)      
     Employer and Executive thus acknowledge and agree
that during Executive’s employment with Employer, and upon execution and
delivery of this Agreement, he (i) will receive Confidential Information that is
unique, proprietary, and valuable to Employer and/or its Affiliates; (ii) will
create Confidential Information that is unique, proprietary, and valuable to
Employer and/or its Affiliates; and (iii) will benefit, including without
limitation by way of increased earnings and earning capacity, from the goodwill
Employer and its Affiliates have generated and from the Confidential
Information.

      


      (d)     
      Accordingly, Executive acknowledges and
agrees that at all times during his employment by Employer and/or any of its
Affiliates and thereafter:

      


      (i)        
    all Confidential Information shall remain and be the
sole and exclusive property of Employer and/or its Affiliates;

      


      (ii)     
      he will protect and safeguard all
Confidential Information;

      


      (iii)           he
will hold all Confidential Information in strictest confidence and not, directly
or indirectly, disclose or divulge any Confidential Information to any person
other than an officer, director, or employee of, or legal counsel for, Employer
or its Affiliates, to the extent necessary for the proper performance of his
responsibilities unless authorized to do so by Employer or compelled to do so by
law or valid legal process;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (iv)           if
he believes he is compelled by law or valid legal process to disclose or divulge
any Confidential Information, he will notify Employer in writing sufficiently in
advance of any such disclosure to allow Employer the opportunity to defend,
limit, or otherwise protect its interests against such disclosure;

      


      (v)           at
the end of his employment with Employer for any reason or at the request of
Employer at any time, he will return to Employer all Confidential Information
and all copies thereof, in whatever tangible form or medium, including
electronic; and

      


      (vi)           absent
the promises and representations of Executive in this Paragraph 8 and in
Paragraph 9, Employer would require him immediately to return any tangible
Confidential Information in his possession, would not provide Executive with new
and additional Confidential Information, would not authorize Executive to engage
in activities that will create new and additional Confidential Information, and
would not enter or have entered into this Agreement.

      


      9.         
    Nonsolicitation
Obligations.  In consideration of Employer’s promises to
provide Executive with Confidential Information and to authorize him to engage
in activities that will create new and additional Confidential Information upon
execution and delivery of this Agreement, and the other promises and
undertakings of Employer in this Agreement, Executive agrees that, while he is
employed by Employer and/or any of its Affiliates and for a 2-year period
following the end of that employment for any reason, he shall not engage in any
of the following activities (the “Restricted Activities”):

      


      (a)    
       He will not, whether on his own behalf
or on behalf of any other individual, partnership, firm, corporation or business
organization, either directly or indirectly solicit, induce, persuade, or
entice, or endeavor to solicit, induce, persuade, or entice, any person who is
then employed by or otherwise engaged to perform services for Employer or its
Affiliates to leave that employment or cease performing those services;
and

      


      (b)       
    He will not, whether on his own behalf or on behalf of
any other individual, partnership, firm, corporation or business organization,
either directly or indirectly solicit, induce, persuade, or entice, or endeavor
to solicit, induce, persuade, or entice, any person who is then a customer,
supplier, or vendor of Employer or any of its Affiliates to cease being a
customer, supplier, or vendor of Employer or any of its Affiliates or to divert
all or any part of such person’s or entity’s business from Employer or any of
its Affiliates.

      


      Executive
acknowledges and agrees that the restrictions contained in this Paragraph 9 are
ancillary to an otherwise enforceable agreement, including without limitation
the mutual promises and undertakings set forth in Paragraph 8; that Employer’s
promises and undertakings set forth in Paragraph 8 and Executive’s position and
responsibilities with Employer give rise to Employer’s interest in restricting
Executive’s post-employment activities; that such restrictions are designed to
enforce Executive’s promises and undertakings set forth in this Paragraph 9 and
his common-law obligations and duties owed to Employer and its Affiliates; that
the restrictions are reasonable and necessary, are valid and enforceable under
Texas law, and do not impose a greater restraint than necessary to protect
Employer’s goodwill, Confidential Information, and other legitimate business
interests; that he will immediately notify Employer in writing should he believe
or be advised that the restrictions are not, or likely are not, valid or
enforceable under Texas law or the law of any other state that he contends or is
advised is applicable; that the mutual promises and undertakings of Employer and
Executive under Paragraphs 8 and 9 are not contingent on the duration of
Executive’s employment with Employer; that absent the promises and
representations made by Executive in this Paragraph 9 and Paragraph 8, Employer
would require him to return any Confidential Information in his possession,
would not provide Executive with new and additional Confidential Information,
would not authorize Executive to engage in activities that will create new and
additional Confidential Information, and would not enter or have entered into
this Agreement; and that his obligations under Paragraphs 8 and 9 supplement,
rather than supplant, his common-law duties of confidentiality and loyalty owed
to Employer.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       Employer
agrees that any action that is undertaken by a subsequent employer of Executive
will not be treated as an action by Executive for purposes of the foregoing
provisions of this Paragraph 9 unless Executive personally engages in a
Restricted Activity, whether directly or indirectly.

      


      10.      
     Intellectual
Property.

      


      (a)      
     In consideration of Employer’s promises and
undertakings in this Agreement, Executive agrees that all Work Product will be
disclosed promptly by Executive to Employer, shall be the sole and exclusive
property of Employer, and is hereby assigned to Employer, regardless of whether
(i) such Work Product was conceived, made, developed or worked on during regular
hours of his employment or his time away from his employment, (ii) the Work
Product was made at the suggestion of Employer; or (iii) the Work Product was
reduced to drawing, written description, documentation, models or other tangible
form. Without limiting the foregoing, Executive acknowledges that all original
works of authorship that are made by Executive, solely or jointly with others,
within the scope of his employment and that are protectable by copyright are
“works made for hire,” as that term is defined in the United States Copyright
Act (17 U.S.C., Section 101), and are therefore owned by Employer from the time
of creation.

      


      (b)      
     Executive agrees to assign, transfer, and set
over, and Executive does hereby assign, transfer, and set over to Employer, all
of his right, title and interest in and to all Work Product, without the
necessity of any further compensation, and agrees that Employer is entitled to
obtain and hold in its own name all patents, copyrights, and other rights in
respect of all Work Product. Executive agrees to (i) cooperate with Employer
during and after his employment with Employer in obtaining patents or copyrights
or other intellectual-property protection for all Work Product; (ii) execute,
acknowledge, seal, and deliver all documents tendered by Employer to evidence
its ownership thereof throughout the world; and (iii) cooperate with Employer in
obtaining, defending, and enforcing its rights therein.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c)            Executive
represents that there are no other contracts to assign inventions or other
intellectual property that are now in existence between Executive and any other
person or entity. Executive further represents that he has no other employment
or undertakings that might restrict or impair his performance of this Agreement.
Executive will not in connection with his employment by Employer, use or
disclose to Employer any confidential, trade secret, or other proprietary
information of any previous employer or other person that Executive is not
lawfully entitled to disclose.

      


      11.      
     Reformation.  If
the provisions of Paragraphs 8, 9, or 10 are ever deemed by a court to exceed
the limitations permitted by applicable law, Executive and Employer agree that
such provisions shall be, and are, automatically reformed to the maximum
limitations permitted by such law.

      


      12.       
    Indemnification and
Insurance.  Employer shall indemnify Executive both (i) to the
fullest extent permitted by the laws of the State of Delaware, and (ii) in
accordance with the more favorable of Employer’s certificate of incorporation,
bylaws and standard indemnification agreement as in effect on November 1, 2007
or as in effect on the date as of which the indemnification is
owed.  In addition, Employer shall provide Executive with coverage
under directors’ and officers’ liability insurance policies on terms not less
favorable than those provided to any of its other directors and officers as in
effect from time to time.

      


      13.       
    Assistance in
Litigation.  During the Employment Term and thereafter for the
lifetime of Executive, Executive shall, upon reasonable notice, furnish such
information and proper assistance to Employer or any of its Affiliates as may
reasonably be required by Employer in connection with any litigation,
investigations, arbitrations, and/or any other fact-finding or adjudicative
proceedings involving Employer or any of its Affiliates. This obligation shall
include, without limitation, to promptly upon request meet with counsel for
Employer or any of its Affiliates and provide truthful testimony at the request
of Employer or as otherwise required by law or valid legal process. Following
the Employment Term, Employer shall reimburse Executive for all reasonable
out-of-pocket expenses incurred by Executive and approved in advance by Employer
in rendering such assistance (such as travel, parking, and meals but not
attorney’s fees), but shall have no obligation to compensate Executive for his
time in providing information and assistance in accordance with this Paragraph
13, provided that such reimbursement shall be made on or before the last day of
the calendar year following the calendar year in which the expense is incurred,
and provided further that Executive’s obligations under this Paragraph 13
following the Employment Termination Date shall not unreasonably interfere with
Executive’s employment or other activities and endeavors.

      


      14.      
     No Obligation to Pay.
With regard to any payment due to Executive under this Agreement, it shall not
be a breach of any provision of this Agreement for Employer to fail to make such
payment to Executive if (i) Employer is prohibited from making the payment; (ii)
Employer would be obligated to recover the payment if it was made; or (iii)
Executive would be obligated to repay the payment if it was made; provided,
however, that this Paragraph 14 shall only apply if such prohibition or
obligation is legally imposed by statute or regulation.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      15.        
   Deductions and
Withholdings. With respect to any payment to be made to Executive,
Employer shall deduct, where applicable, any amounts authorized by Employee, and
shall withhold and report all amounts required to be withheld and reported by
applicable law.

      


      16.        
   Notices.  All
notices, requests, demands, and other communications required or permitted to be
given or made by either party shall be in writing and shall be deemed to have
been duly given or made (a) when delivered personally, or (b) when deposited in
the United States mail, first class registered or certified mail, postage
prepaid, return receipt requested, to the party for which intended at the
following addresses (or at such other addresses as shall be specified by the
parties by like notice, except that notices of change of address shall be
effective only upon receipt):

      


      (i)       
     If to Employer, at:

      


      Rosetta
Resources Inc.

      Attn:
General Counsel

      717
Texas

      Suite
2800

      Houston,
Texas 77002

      


      (ii)        
   If to Executive, at Executive’s then-current home address on
file with Employer.

      


      17.       
    Injunctive
Relief.  Executive acknowledges and agrees that Employer would
not have an adequate remedy at law and would be irreparably harmed in the event
that any of the provisions of Paragraphs 8, 9, and 10 were not performed in
accordance with their specific terms or were otherwise breached. Accordingly,
Executive agrees that Employer shall be entitled to equitable relief, including
preliminary and permanent injunctions and specific performance, in the event
Executive breaches or threatens to breach any of the provisions of such
Paragraphs, without the necessity of posting any bond or proving special damages
or irreparable injury. Such remedies shall not be deemed to be the exclusive
remedies for a breach or threatened breach of this Agreement by Executive, but
shall be in addition to all other remedies available to Employer at law or
equity.

      


      18.       
    Mitigation.  Executive
shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Agreement be reduced by any compensation earned by
Executive as the result of employment by another employer after the date of
termination of Executive’s employment with Employer, or otherwise.

      


      19.       
    Binding Effect; No
Assignment by Executive; No Third Party Benefit.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, legal representatives, successors, and assigns;
provided, however, that Executive shall not assign or otherwise transfer this
Agreement or any of his rights or obligations under this Agreement. Subject to
Paragraph 20, Employer is authorized to assign or otherwise transfer this
Agreement or any of its rights or obligations under this Agreement only to an
Affiliate of Employer. Executive shall not have any right to pledge,
hypothecate, anticipate, or in any way create a lien upon any payments or other
benefits provided under this Agreement; and no benefits payable under this
Agreement shall be assignable in anticipation of payment either by voluntary or
involuntary acts, or by operation of law, except by will or pursuant to the laws
of descent and distribution. Nothing in this Agreement, express or implied, is
intended to or shall confer upon any person other than the parties, and their
respective heirs, legal representatives, successors, and permitted assigns, any
rights, benefits, or remedies of any nature whatsoever under or by reason of
this Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      20.        
   Assumption by
Successor.  Employer shall ensure that any successor or
assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all the business and/or assets of Employer or
the oil and gas acquisition, exploration, development and production business of
Employer, either by operation of law or written agreement, assumes the
obligations of this Agreement (the “Assumption Obligation”). If Employer fails
to fulfill the Assumption Obligation, such failure shall be considered Good
Reason; provided, however, that the compensation to which Executive would be
entitled to upon a termination for Good Reason pursuant to Paragraph 7(f) shall
be the sole remedy of Executive for any failure by Employer to fulfill the
Assumption Obligation. As used in this Agreement, “Employer” shall include any
successor or assignee (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all the business and/or
assets of Employer or the oil and gas exploration, development and production
business of Employer that executes and delivers the agreement provided for in
this Paragraph 20 or that otherwise becomes obligated under this Agreement by
operation of law.

      


      21.        
   Legal Fees and
Expenses.  Employer will reimburse Executive for all reasonable
legal fees and expenses incurred by Executive in connection with the
preparation, review, and negotiation of this Agreement prior to its execution,
provided that any such reimbursement shall be made within the same calendar year
in which the fees and expenses are incurred.

      


      22.       
    Governing Law;
Venue.  This Agreement and the employment of Executive shall be
governed by the laws of the State of Texas except for its laws with respect to
conflict of laws. The exclusive forum for any lawsuit arising from or related to
Executive’s employment or this Agreement shall be a state or federal court in
Harris County, Texas. This provision does not prevent Employer from removing to
an appropriate federal court any action brought in state court. EXECUTIVE HEREBY CONSENTS TO, AND
WAIVES ANY OBJECTIONS TO, REMOVAL TO FEDERAL COURT BY EMPLOYER OF ANY ACTION
BROUGHT AGAINST IT BY EXECUTIVE.

      


      23.        
   JURY
TRIAL WAIVER.  IN THE EVENT THAT ANY
DISPUTE ARISING FROM OR RELATED TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH
EMPLOYER RESULTS IN A LAWSUIT, BOTH EMPLOYER AND EXECUTIVE MUTUALLY WAIVE ANY
RIGHT THEY MAY OTHERWISE HAVE FOR A JURY TO DECIDE THE ISSUES IN THE LAWSUIT,
REGARDLESS OF THE PARTY OR PARTIES ASSERTING CLAIMS IN THE LAWSUIT OR THE NATURE
OF SUCH CLAIMS. EMPLOYER AND EXECUTIVE IRREVOCABLY AGREE THAT ALL ISSUES IN SUCH
A LAWSUIT SHALL BE DECIDED BY A JUDGE RATHER THAN A
JURY.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      24.         
  Entire
Agreement.  This Agreement contains the entire agreement
between the parties concerning the subject matter expressly addressed herein and
supersedes all prior agreements and understandings, written and oral, between
the parties with respect to such subject matter.  However, nothing in
this Paragraph 24 is intended to limit any obligations of the parties under any
other agreement that Employer may enter into with Executive after the Amendment
Date.

      


      25.        
   Modification;
Waiver.  No person, other than pursuant to a resolution duly
adopted by the members of the Board, shall have authority on behalf of Employer
to agree to modify, amend, or waive any provision of this Agreement. Further,
this Agreement may not be changed orally, but only by a written agreement signed
by the party against whom any waiver, change, amendment, modification or
discharge is sought to be enforced. Executive acknowledges and agrees that no
breach by Employer of this Agreement or failure to enforce or insist on its
rights under this Agreement shall constitute a waiver or abandonment of any such
rights or defense to enforcement of such rights.

      


      26.       
    Construction.  This
Agreement is to be construed as a whole, according to its fair meaning, and not
strictly for or against any of the parties.

      


      27.       
    Severability.  If
any provision of this Agreement shall be determined by a court to be invalid or
unenforceable, the remaining provisions of this Agreement shall not be affected
thereby, shall remain in full force and effect, and shall be enforceable to the
fullest extent permitted by applicable law.

      


      28.       
    Counterparts.  This
Agreement may be executed by the parties in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Employer has caused this Agreement to be executed on its behalf
by its duly authorized officer, and Executive has executed this Agreement,
effective as of the date first set forth above.

      


      
        
          
            
              
                
                  
                    
                      	
                              EMPLOYER

                            	 
      	
                              EXECUTIVE

                            	 
	 
      	 
      	 
      	 
      	 
	
                              ROSETTA
      RESOURCES INC.

                            	 
      	
                              RANDY
      L. LIMBACHER

                            	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                              By:

                            	 
      	 
      	 
      	 
	
                              D.
      HENRY HOUSTON

                            	 
      	 
      	 
	
                              CHAIRMAN,
      BOARD OF DIRECTORS