Unassociated Document


    
      

    

    ROSETTA
RESOURCES INC. EXECUTIVE SEVERANCE PLAN

    


    This
Rosetta Resources, Inc. Executive Severance Plan (the “Plan”), is effective as of
July 1, 2008 (the “Effective
Date”).

    


    WHEREAS,
Rosetta Resources Inc. (the “Employer”), wishes to employ
certain individuals in executive level positions;

    


    WHEREAS, it is the intent
of the Employer that the Plan shall constitute an unfunded severance
plan, and to the extent applicable, an unfunded nonqualified deferred
compensation arrangement; and

    


    WHEREAS,
in order to retain the services of such individuals, the Employer desires to
provide certain severance benefits as provided herein;

    


    NOW,
THEREFORE, the Employer hereby establishes the Plan as follows:

    


    ARTICLE
I

    


    DEFINITIONS.

    


    As used
in this Plan, 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)           “Base Salary” means the amount
of Executive’s regular annual salary, paid periodically and not based on
performance, as reflected in the Employer’s payroll records.

    


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

    


    (d)           “Cause” means a finding by the
Committee of acts or omissions while employed by the Employer, constituting, in
the Committee’s sole discretion, (i) a breach of duty by Executive in the course
of Executive’s employment 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 reflects
unfavorably on Employer or Executive to such an extent that Employer’s best
interests reasonably require the termination of Executive’s employment; (iii)
Executive’s failure to comply with or enforce Employer’s policies concerning
equal employment opportunity, including engaging in sexually or otherwise
harassing conduct; (iv) Executive’s repeated insubordination; (v) Executive’s
failure to comply with or enforce, in any material respect, all other personnel
policies of Employer or its Affiliates; (vi) Executive’s failure to devote
Executive’s full working time and best efforts to the performance of Executive’s
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 violation of federal or state securities laws; or
(viii) Executive’s failure to cooperate with any investigation or inquiry
authorized by the Committee or conducted by a governmental authority related to
the business or Executive’s conduct.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e)            “Code” means the Internal
Revenue Code of 1986, as amended.

    


    (f)            “Committee” means the
Compensation Committee of the Board of Directors.

    


    (g)           “Covered Termination” means:
(1) the termination of an Executive’s employment with the Employer for any
reason other than death, Inability to Perform, or for Cause; or (2) the
resignation of the Executive from such employment with Good Reason.

    


    (h)           “Eligible Executive” means an
Executive who has experienced a Covered Termination.

    


    (i)           “Employment Termination Date”
means the effective date of termination of Executive’s employment pursuant to
Employer policies and applicable law.

    


    (j)           “Executive” means an
individual employed by the Employer in the position of Vice President or higher,
who has been designated by the Committee to be eligible to participate in the
Plan, or who has accepted a written offer of employment which includes
eligibility for participation in this Plan, and who commences employment in such
position and capacity as a full time employee of the Employer.  A list
of all individuals designated as Executives at any given time shall be appended
as Appendix A to the Plan.  Once designated on Appendix A as an
Executive under the Plan, such Executive shall remain so designated and shall
continue to be an Executive hereunder until the earliest to occur of (i) the
date on which such Executive is removed from Appendix A by action of the
Committee or by the Board, (ii) such Executive’s termination of employment for
any reason, or (iii) the death of the Executive.

    


    (k)           “Good Reason” means any of the
following actions if taken without Executive’s prior written consent: (i)
following the designation of an Executive by the Compensation Committee on
Appendix A to the Plan, any reduction of the multiple or percentage applicable
to an Executive, or removal of Executive, through a subsequent amendment to
Appendix A to the Plan, (ii) a material diminution in Executive’s base
compensation; or (iii) any permanent relocation of Executive’s place of business
to a location 50 miles or more from the then-current location, provided such
relocation is a material change in geographic location at which Executive must
provide substantial services for purposes of Section 409A.  Neither a
transfer of employment among Employer and any of its Affiliates, a change in the
co-employment relationship, nor a mere change in job title constitutes “Good
Reason.”  To exercise the right
hereunder to terminate for Good Reason, Executive must provide Notice of
Termination to Employer of his belief that Good Reason exists within 60 days of
the initial existence of the Good Reason condition, 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 the Good Reason condition first
arose; otherwise, Executive is deemed to have accepted the condition(s), or the
Employer’s correction of such condition(s), that may have given rise to the
existence of Good Reason.


    
      
         


      

      
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    (l)           “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 a
finding by the Committee in its sole discretion that Executive is, despite any
reasonable accommodation required by law, unable to perform the essential
functions of Executive’s position because of an illness or injury for
(i) 60% or more of the normal working days during six consecutive calendar
months or (ii) 40% or more of the normal working days during twelve consecutive
calendar months.

    


    (m)          “Notice of Termination” means
a written notice that shall (i) indicate the specific termination provision in
this Plan 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 for Good Reason, 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
connection with a claim or appeal for benefits under this Plan.

    


    (n)           “Section 409A” means Section
409A of the Code and the regulations promulgated thereunder, and any other
applicable Treasury guidance, as in effect at the time any payment or other
action is to be taken under this Plan.

    


    (o)           “Separation Agreement” means a
general release agreement in a form acceptable to Employer which is not revoked
by Eligible Executive prior to the date it becomes effective.

    


    ARTICLE
II

    


    EMPLOYMENT.

    


    Executives
under this Plan shall be employed on an at-will basis, to the maximum extent
permitted by applicable law.  This Plan shall not, and shall not be
construed or interpreted as, creating a contract of employment with any
person.

    


    ARTICLE
III

    


    COMPENSATION
UPON TERMINATION OF EMPLOYMENT

    


    (a)           Termination of Employment
for Any Reason.  If Executive’s employment is terminated,
Employer shall pay to Executive (or in the case of death of Executive, to such
person as Executive shall designate in a written notice to Employer or, if no
such person is designated, to Executive’s estate) any unpaid portion of
Executive’s Base Salary through the Employment Termination Date, any earned but
unused vacation according to Employer’s policies then in effect, and any
unreimbursed business expenses, at the time and in the manner required by
applicable law, but in no event later than March 15 of the year following the
year of the Executive’s death or termination of employment.


    
      
         


      

      
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    (b)           Covered
Termination.  In addition to the payments described in Section
(a) of this Article III, if Executive’s employment is terminated in a Covered
Termination, Employer shall pay or provide to Eligible Executive in lieu of any
other severance or separation benefits, at the time and in the manner
provided  in Section (e) of this Article III, the following if, within
21 or 45 days after the Employment Termination Date, as applicable, Eligible
Executive has signed a Separation Agreement and does not revoke such Separation
Agreement:

    


    (1)          The
designated percentage or multiple, as set forth in Appendix A to the Plan as of
the Employment Termination Date of such Executive, multiplied times the Eligible
Executive’s Base Salary in effect on the Employment Termination
Date;

    


    (2)          The
designated percentage or multiple, as set forth in Appendix A to the Plan as of
the Employment Termination Date of such Executive, multiplied times the
Executive’s target performance bonus percentage for one year, based on the
target performance bonus percentage for the performance period in effect on the
Employment Termination Date;

    


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

    


    (4)          With
respect to Employer stock options that are vested as of the Employment
Termination Date, Executive may exercise those options according to the terms of
the Rosetta Resources Inc. 2005 Long-Term Incentive Plan.

    


    Provided,
however, no payment shall be made under this Section (b) of this Article III if
any payment is due or payable to the Eligible Executive under the Rosetta
Resources Inc. Executive Change in Control Plan.

    


    (c)           Exclusive Compensation and
Benefits.  The compensation and benefits described in this
Article III, along with the associated terms for payment, constitute all of
Employer’s obligations to Executive with respect to the termination of
Executive’s employment with Employer and/or its Affiliates. However, nothing in
this Plan is intended to limit any earned, vested benefits 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.

    


    (d)           Exclusion
from Section 409A.  It is
the intent of this Plan to not provide “deferred compensation” as defined in
Section 409A of the Code and the regulations thereunder (“Section 409A”) so
that none of the payments and benefits to be provided hereunder will be subject
to the provisions of Section 409A, and any ambiguities herein will be
interpreted to so provide. Employer shall not be liable to Executive for any
adverse tax consequences imposed upon Executive as a result of the operation of
Section 409A.  Payments under the Plan shall be made only on the date
or dates provided herein, and no acceleration or deferral of any such payments
shall be made either by the Employer or at the request of the
Executive.


    
      
         


      

      
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    (e)           Time of Payment of Severance
Compensation. Amounts payable under this Article III of this Plan shall
be determined by the Committee and shall be made in a single lump sum payment
not later than sixty (60) days after the Employment Termination Date, but in no
event later than March 15 of the year following the year in which the
Executive’s Termination of Employment occurs.  No request to
accelerate or defer a payment to be made under this Plan or under a Separation
Agreement will be permitted and no Separation Agreement shall allow for any such
acceleration or deferral.

    


    (f)           Payment after Executive’s
Death.  In the event of Executive’s death after Executive
becomes entitled to a payment or payments pursuant to this Article III, 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 Executive’s estate).

    


    (g)           Offset.  To
the maximum extent permitted by applicable law, Employer may set off against,
and Executive authorizes Employer to deduct from, any payments due to the
Executive, or to Executive’s heirs, legal representatives, or successors, as a
result of the termination of the Executive’s employment, any amounts which may
be due and owing to Employer or any of its Affiliates by the Executive, whether
arising under this Plan or otherwise.

    


    (h)           Notice of
Termination. Each of Executive, in the case of a termination with Good
Cause, or Employer, in case of a termination for any other reason, shall provide
the other with a Notice of Termination which, in the case of a Notice of
Termination by Employer which sets for Cause or Inability to Perform, such
notice shall be treated as the denial of a claim for benefits for purposes of
Article XI of this Plan.

    


    ARTICLE
IV

    


    NO
OBLIGATION TO PAY.

    


    With
regard to any payment due to Executive under this Plan, to the maximum extent
permitted by applicable law, it shall not be a breach of any provision of this
Plan for Employer to fail to make such payment to Executive if (i) Employer is
legally prohibited from making the payment; (ii) Employer would be legally
obligated to recover the payment if it was made; or (iii) Executive would be
legally obligated to repay the payment if it was made.

    


    ARTICLE
V

    


    DEDUCTIONS
AND WITHHOLDINGS.

    


    With
respect to any payment to be made to the 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.


    
      
         


      

      
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    ARTICLE
VI

    


    NOTICES.

    


    (a)           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 (1) when delivered personally, or (2) 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):

    


    (b)           If
to Employer, at:

    


    Rosetta
Resources Inc.

    Attn:
General Counsel

    717
Texas, Suite 2800

    Houston,
Texas 77002

    


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

    


    ARTICLE
VII

    


    MITIGATION.

    


    Executive
shall not be required to mitigate the amount of any payment provided for in this
Plan by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Plan 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.

    


    ARTICLE
VIII

    


    BENEFITS
UNASSIGNABLE.

    


    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 Plan; and
no benefits payable under this Plan 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.

    


    ARTICLE
IX

    


    AMENDMENT
AND TERMINATION.

    


    The
Employer may amend or terminate this Plan at any time by action of the Board,
subject to the rights of any Eligible Executive who has incurred a Covered
Termination as of the date of such amendment or termination.


    
      
         


      

      
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    ARTICLE
X

    


    GOVERNING
LAW; VENUE.

    


    This Plan
shall be governed by the laws of the State of Texas except for its laws with
respect to conflict of laws, and except to the extent preempted by any federal
law.  The exclusive forum for any lawsuit arising from or related to
Executive’s employment or this Plan shall be a state or federal court in Harris
County, Texas.  To the extent this Plan is governed by federal law,
nothing herein shall prevent or prohibit Employer from removing to an
appropriate federal court any action brought in state court.

    


    ARTICLE
XI

    


    ADMINISTRATION,
CLAIMS, APPEALS, EXHAUSTION REQUIREMENT.

    


    (a)           Plan
Administrator. The overall responsibility for the administration and
control of this Plan resides with the Committee.

    


    (b)           Powers.  The
Committee has the following authority with respect to the Plan:

    


    (1)          The
responsibility for the day-to-day administration and operation of the
Plan;

    


    (2)          The
authority to issue and implement such rules as the Committee deems appropriate
to administer the Plan;

    


    (3)          The
authority to interpret the Plan’s provisions, and to make factual determinations
under the Plan, including but not limited to, the power to determine eligibility
for payments hereunder, and the right to resolve and determine ambiguities,
inconsistencies, and omissions in the provisions hereof;

    


    (4)          The
authority to appoint or designate such person or persons as the Committee deems
necessary or advisable to carry out the administrative duties
hereunder.

    


    (c)           Claims. The Committee
shall have the power and authority to determine claims for payments under the
Plan, and shall make all factual determinations under the Plan in relation to
any claim, or as otherwise required in the Plan.  Except as otherwise
provided herein, the Executive (“claimant”) may make a claim
for payment hereunder, or a claim contesting a factual determination hereunder,
within 30 days of receipt of notice of such factual determination, or of any
event giving rise to the existence of a right of payment under the
Plan.  The Committee shall make a determination on a claim hereunder
within 30 days of the receipt of a claim for payments under the Plan, and the
claimant shall have the right to submit documentation or other evidence to the
Committee in support of such claim.  The Committee may, by written
notice to the claimant within the original 30-day claim period, have an
additional 30 days in which to make a decision on the initial
claim.  If the Committee does not provide a notice of extension or a
decision on the initial claim within the time limits provided in this Article,
the claim will be deemed denied for purposes of this Article.

    


    (d)           Appeal of Denied
Claim.  If a claim under Section (c) of this Article is denied
or deemed denied, the claimant may file a written appeal with the full
Board.  The claimant shall have the right to submit any additional
documentation or other evidence to the Board in support of such
appeal.  The Board shall make its decision and provide notice thereof
in writing to the claimant within 30 days of the receipt of the appeal;
provided, however, the Board may, by written notice to the claimant within the
original 30-day appeal period, have an additional 30 days in which to make a
decision on the initial appeal.  If the Board does not provide a
notice of extension or a decision on the initial appeal within the time limits
provided in this Article, the claim will be deemed denied for purposes of this
Article.


    
      
         


      

      
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    (e)           Contents of Notice of Denied
Claim or Appeal.   Notice of any denied claim or appeal
provided by the Committee or the Board, as appropriate, shall be in writing, and
shall contain the following, at a minimum:

    


    (1)          The
facts determined, claim determination made or decision on appeal (herein, the
“determination”);

    


    (2)          A
summary of the facts on which the determination was based;

    


    (3)          The
relevant provisions of the Plan on which the determination was
based;

    


    (4)          If
appropriate, a description of any information or documentation required to
complete the claimant’s claim; and

    


    (5)          A
description of the claimant’s appeal rights, if any.

    


    (f)           Exhaustion of Administrative
Remedy Required.  Executive may not bring a proceeding in any
court under this Plan, or intended to enforce any provision of this Plan,
without first having exhausted the administrative remedies provided
herein.

    


    (g)           Limitation of
Actions.   No action may be brought to enforce any
provision of this Plan after twelve (12) months following the denial of the
later of: (i) the claimant’s claim under Section (c) of this Article XI, or (ii)
the denial of the appeal provided for in Section (d) of this Article
XI.

    


    ARTICLE
XII

    


    TREATMENT
OF PLAN UNDER ERISA.

    


    Is the
intent of the Employer, and this Plan shall be interpreted, construed and
operated such that, the Plan shall be a “top-hat” plan exempt from certain
provisions of ERISA, as provided in and within the meaning of Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA, as appropriate.  Benefits under
this Plan shall be paid solely out of the general assets of the Employer and
shall constitute an unsecured obligation of the Employer.

    

      
        
           


        

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

    


    EMPLOYER

    


    ROSETTA
RESOURCES INC.

    


    


    By: /s/ Randy L.
Limbacher

     

    RANDY L.
LIMBACHER

    PRESIDENT
& CHIEF EXECUTIVE OFFICER

     

     

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