ex10_3.htm


    
      

    

    Exhibit
      10.3

     

    
      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

      


      


      This
        Amended and Restated Employment Agreement (this “Agreement”), effective as of
        July 1, 2007 (the “Amendment Date”) is between Rosetta Resources Inc., a
        Delaware corporation (“Employer”), and Charles F. Chambers (“Executive”), and
        supersedes and replaces that certain Employment Agreement between Employer
        and
        Executive dated July 7, 2005 (the “Effective Date”).

      


      WHEREAS,
        Executive has been employed as Executive Vice President, Corporate Development
        of Employer; and

      


      WHEREAS,
        the previous Chief Executive Officer and President of Employer resigned
        effective July 15, 2007, and Employer is undertaking a search for a successor
        Chief Executive Officer and President; and

      


      WHEREAS,
        Employer has requested that Executive serve as acting Chief Executive Officer
        and President of Employer from the date of such resignation until completion
        of
        the search and election of a successor Chief Executive Officer and President,
        and Executive has agreed to serve in such capacity, all on the terms and
        conditions herein set forth; and

      


      WHEREAS,
        Executive and Employer desire that Executive reassume his position as Executive
        Vice President, Corporate Development of Employer upon election of any such
        successor Chief Executive Officer and President; and

      


      WHEREAS,
        the parties desire to amend and restate the Employment Agreement dated as
        of
        July 7, 2005, 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, whether occurring during
        or
        before the Employment Term, constituting, in the Board’s reasonable judgment,
        (i) a breach of duty by Executive in the course of his 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) acts or omissions of Executive materially in violation
        of his
        obligations under this Agreement or at law; (iv) Executive’s failure to comply
        with or enforce Employer’s policies concerning equal employment opportunity,
        including engaging in sexually or otherwise harassing conduct; (v) Executive’s
        repeated insubordination; (vi) Executive’s failure to comply with or enforce, in
        any material respect, all other personnel policies of Employer or its
        Affiliates; (vii) Executive’s failure to devote his full working time and best
        efforts to the performance of his responsibilities to Employer or its
        Affiliates; (viii) 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 (ix) Executive’s failure to cooperate
        with any investigation or inquiry authorized by the Board or conducted by
        a
        governmental authority related to the business or Executive’s
        conduct.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (e)           “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.


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      (f)           “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.

      


      (g)           “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.

      


      (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 demotion of Executive as
        evidenced by a material diminution in Executive’s responsibilities or duties;
        (ii) a material diminution in Executive’s base compensation; (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 services for purposes
        of
        Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
        the regulations thereunder; or (iv) any other action or inaction by Employer
        that constitutes a material breach by Employer of its obligations under
        Paragraphs 12 or 20 of this Agreement.  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.”  Without limiting the generality of the forgoing provisions
        defining “Good Reason,” the parties hereto specifically agree that the
        subsequent election of a new Chief Executive Officer and President, for which
        a
        search is underway at date of this Amended and Restated Employment Agreement,
        at
        which time the temporary supplemental executive compensation provided for
        herein
        shall cease and Executive’s position as acting Chief Executive Officer and
        President shall cease, and Executive shall revert to his position as Executive
        Vice President, Corporate Development, shall not constitute a material reduction
        in Executive’s responsibilities, duties, compensation, or benefits, and shall
        not constitute “Good Reason” for any purpose under this
        Agreement.


      
        
           

        

        
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      (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 a finding by the Board in its sole judgment that
        Executive is, despite any reasonable accommodation required by law, unable
        to
        perform the essential functions of his 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.

      


      (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
        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.  Work Product includes any
        material previously conceived, made, developed, or worked on during Executive’s
        employment with Calpine and any Affiliate.

      


      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.

      


      3.        
            Term.  Executive’s employment shall
        commence on the Effective Date and shall be for an initial term of two
        consecutive Annual Periods (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 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, Executive’s employment and this Agreement will end upon
        the expiration of the Employment Term.  The ending of Executive’s
        employment as a result of the expiration of the Employment Term shall not
        constitute a termination of employment by either party under this
        Agreement.


      
        
           

        

        
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      4.       
             Position and Duties.

      


      (a)           Executive
        shall be employed as acting Chief Executive Officer and President during
        the
        search period noted above.  On the election of a successor Chief
        Executive Officer and President as a result of such search, the title and
        position of Executive shall revert to Executive Vice President, Corporate
        Development.  While serving as acting Chief Executive Officer and
        President, Executive shall have all the powers attendant to such positions
        as
        set forth in the Employer’s Bylaws and by law.   Upon reversion
        of Executive’s position to Executive Vice President, Corporate Development,
        Executive, subject to the ultimate control and direction of the successor
        Chief
        Executive Officer of Employer, shall have such duties, functions,
        responsibilities, and authority as are from time to time delegated to Executive
        by the Chief Executive Officer of Employer; 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 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.

      


      (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.  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,
        including but not limited to those regarding business ethics and conduct
        and
        securities trading, and will comply with all such policies, and any amendments
        thereto, during the Employment Term.


      
        
           

        

        
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      5.         
           Compensation and Related Matters.

      


      (a)           Base
        Salary; Temporary Supplemental Compensation.  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 effective as of Amendment Date shall be $225,000.  The Base
        Salary is subject to adjustments at the discretion of the Board, but in no
        event
        shall Employer pay Executive a Base Salary less than that set forth above
        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.  In addition to the Base Salary,
        commencing on the Amendment Date and continuing through the last day of the
        month in which Employer shall elect a successor Chief Executive Officer and
        President to succeed the acting Chief Executive Office and President, Charles
        F.
        Chambers, Employer shall pay to Executive supplemental, temporary compensation
        of $10,000 per month, in addition to the Base Salary herein
        provided.  Such supplemental, temporary compensation shall be accrued
        monthly and payable at the end of each quarter in which it is
        earned.

      


      (b)           Annual
        Incentives.  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 for
        the year ending on December 31, 2007, will be based upon 60% of Executive’s Base
        Salary paid to Executive by Employer prorated for the number of months in
        such
        period as compared to a full year 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 long-term incentive (LTI) plan applicable to
        Executive’s position, in accordance with the terms of such
        plan(s).  Except as provided in Paragraph 5(d), Executive will
        participate in such LTI plan award opportunities as may be determined by
        the
        Board or the LTI committee, as applicable.

      


      (d)           Special
        Equity Grants.  On the Effective Date, Executive was granted the
        following awards pursuant to the terms of the LTI plan:

      


      (i)           A
        nonqualified stock option to purchase 32,000 shares of Employer’s common stock,
        which option will have a ten year term and vest in accordance with the following
        schedule: (A) 25% of such shares (if a fractional number, then the next lower
        whole number) will vest and become purchasable on the Effective Date; (B)
        an
        additional 25% of such shares (if a fractional number, then the next lower
        whole
        number) will vest and become purchasable on the first anniversary of the
        Effective Date, provided Executive is in the continuous service of Employer
        or
        an Affiliate until such vesting date; (C) an additional 25% of such shares
        (if a
        fractional number, then the next lower whole number) will vest and become
        purchasable on the second anniversary of the Effective Date, provided Executive
        is in the continuous service of Employer or an Affiliate until such vesting
        date; and (D) the remaining shares will vest and become purchasable on the
        third
        anniversary of the Effective Date, provided Executive is in the continuous
        service of Employer or an Affiliate until such vesting date.


      
        
           

        

        
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      (ii)           6,000
        shares of regular 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 the first anniversary of the Effective
        Date, provided Executive is in the continuous service of Employer or an
        Affiliate until such vesting date; (B) an additional 25% of such shares (if
        a
        fractional number, then the next lower whole number) will vest on the second
        anniversary of the Effective Date, provided Executive is in the continuous
        service of Employer or an Affiliate until such vesting date; and (C) the
        remaining shares will vest on the third anniversary of the Effective Date,
        provided Executive is in the continuous service of Employer or an Affiliate
        until such vesting date.

      


      (iii)           24,000
        shares of bonus restricted common stock in Employer, which will vest in full
        on
        the later to occur of (A) the day following the effective date of the Employer’s
        initial registration statement under the Securities Act of 1933, as amended,
        with respect to the Employer’s common stock or (B) the day following the
        expiration of any lock up or other restrictive agreement entered into by
        Executive with any investment banking firm in connection with
        such  initial registration, provided Executive is in the continuous
        service of Employer or an Affiliate until and on such vesting date.

      


      The
        special equity grants provided for in this Paragraph 5(d) shall be subject
        to
        the terms of the LTI plan and such other terms, conditions and restrictions
        as
        may be established by the Board or the LTI plan committee.

      


      (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 agrees to cooperate and participate in
        any medical or physical examinations as may be required by any insurance
        company
        in connection with the applications for such life and/or disability insurance
        policies.


      
        
           

        

        
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      (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 and
        Agreement.

      


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

      


      (b)           Inability
        to Perform.  Employer may terminate this Agreement or this
        Agreement and Executive’s employment for Inability to Perform.

      


      (c)           Termination
        by Employer for Cause.  Employer may terminate Executive’s
        employment and this Agreement for Cause by providing Executive with a Notice
        of
        Termination as set out in Paragraph 6(f).  Before terminating
        Executive’s employment and this Agreement 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 and this Agreement in whole or part
        under provisions (v) or (vi) 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 only to the extent
        Employer determines that they may 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 and this
        Agreement 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
        Chief Executive Officer of Employer may establish.  Nothing in this
        Paragraph 6(c) precludes informal discussions between Executive and Employer
        regarding such circumstances or events.


      
        
           

        

        
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      (d)           Termination
        by Executive for Good Reason.  Executive may terminate his
        employment and this Agreement 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 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.

      


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

      


      (f)           Notice
        of Termination.  Any termination of Executive’s employment or,
        pursuant to Paragraph 6(b), a termination of this Agreement alone, 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 or, pursuant to Paragraph 6(b), the date of
        termination of this Agreement.  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.


      
        
           

        

        
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      (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; or (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.

      


      (h)           Deemed
        Resignation.  In the event of termination of Executive’s
        employment or the expiration of the Employment Term, 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 or the expiration
        of the Employment Term, unless the Board notifies Executive prior to the
        Employment Termination Date or the expiration of the Employment Term of the
        Board’s desire that Executive 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 or the expiration
        of
        the Employment Term.  Executive agrees to execute and deliver any
        documents evidencing his resignation from such positions that Employer may
        reasonably request.

      


      (i)           Investigation;
        Suspension.  Employer may suspend Executive with pay pending an
        investigation authorized by the Board or a governmental authority or a
        determination by the Board whether Executive has engaged in acts or omissions
        constituting Cause, and such paid suspension shall not constitute a termination
        of this Agreement or Executive’s employment, or Good
        Reason.  Executive agrees to cooperate with Employer in connection
        with any such investigation.

      


      7.        
            Compensation Upon Termination of Employment or
        Expiration of Employment Term.

      


      (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.


      
        
           

        

        
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      (b)           Inability
        to Perform.  If Executive’s employment and this Agreement 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.

      


      (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.

      


      (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.

      


      (e)           Termination
        Without Cause or With Good Reason; 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 either Employer or Executive gives
        timely notice pursuant to Paragraph 3 and Executive’s employment and this
        Agreement therefore 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.

      


                 (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 and this Agreement 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 or the expiration of the Employment
        Term, as applicable, Executive has signed a general release agreement in
        a form
        acceptable to Employer and Executive does not revoke such release:

      


      (A)           Executive’s
        Base Salary in effect on the Employment Termination Date or the expiration
        of
        the Employment Term, as applicable, multiplied by two;


      
        
           

        

        
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      (B)           ICP
        award at the target level for two years, based on the ICP award for the
        performance period in effect on the Employment Termination Date or the
        expiration of the Employment Term, as applicable;

      


      (C)           Full
        and immediate vesting of all Employer stock options and restricted stock
        awards
        held by Executive as of the Employment Termination Date or the expiration
        of the
        Employment Term, as applicable;

      


      (D)           With
        respect to Employer stock options that are vested prior to the Employment
        Termination Date or the expiration of the Employment Term, as applicable,
        Executive will have twelve months after the Employment Termination Date or
        the
        expiration of the Employment Term, as applicable, to exercise such stock
        options.

      


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

      


      (X)           If,
        in the reasonable judgment of Employer, 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 violation
        of federal or state securities laws, or has any civil enforcement action
        brought
        against him by any regulatory agency, for actions or omissions related to
        his
        employment with Employer or any of its Affiliates, or if Employer reasonably
        believes that Executive has committed any act or omission that would have
        entitled Employer to terminate his employment for Cause, whether such act
        or
        omission was committed during his employment with Employer or any of its
        Affiliates or thereafter, (1) Employer’s obligation to make payments to
        Executive under this Paragraph 7(e)(ii) shall immediately end, and (2) Executive
        shall repay to Employer any amounts paid to him pursuant to this Paragraph
        7(e)(ii) within 30 days after 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) 25% 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 or
        the expiration of the Employment Term, as applicable, provided that the
        Employment Termination Date or the expiration of the Employment Term, as
        applicable, constitutes a separation from service for purposes of Code Section
        409A and the regulations thereunder.  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 Code Section 409A and the
        regulations thereunder) 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 or the expiration of the Employment Term, as
        applicable, provided that the Employment Termination Date or the expiration
        of
        the Employment Term, as applicable, constitutes a separation from service
        for
        purposes of Code Section 409A and the regulations thereunder.

      


      (C)           Notwithstanding
        the foregoing, if Executive separates from service during 2007, any amounts
        that
        would have been paid during 2007 under the terms of this Agreement as in
        effect
        on the day before the Amendment Date shall be paid at the same time and in
        the
        same manner as provided for under this Agreement as in effect on the day
        before
        the Amendment Date and the amount provided for under Paragraph 7(e)(iii)(A)
        less
        any payments made during 2007 shall be paid between January 1, 2008 and January
        10, 2008.


      
        
           

        

        
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      (f)           Termination
        or Expiration of Employment Term 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
        and this Agreement 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.  In addition, if, within 45 days after the Employment
        Termination Date or the expiration of the Employment Term, as applicable,
        Executive has signed a general release agreement in a form acceptable to
        Employer and Executive does not revoke such release, in lieu of any other
        payments under Paragraph 7(e)(ii), (A) Executive shall be paid a lump-sum
        amount
        equivalent to (x) 2 times the sum of Executive’s then-current Base Salary, and
        (y) 2 times the target ICP award for the performance period in which the
        Corporate Change occurs, and (B) any unvested Employer stock options and
        restricted stock will be immediately vested and Executive will have twelve
        months following the Employment Termination Date or expiration of the Employment
        Term, as applicable, to exercise the Employer stock options, provided that
        in no
        event may such stock options be exercised after the earlier of the latest
        date
        upon which the options could have expired by their original terms or the
        10th anniversary
        of the
        original date of grant of the options.

      


      (ii)           The
        additional payments provided for in Paragraph 7(f)(i)(A) shall be paid in
        a
        single lump sum payment no later than 60 days after the Employment Termination
        Date or the expiration of the Employment Term, as applicable; provided, however,
        that if the Employment Termination Date or expiration of the Employment Term,
        as
        applicable, occurs during 2007, such single lump sum payment shall not be
        paid
        during 2007 but shall be paid between January 1, 2008 and January 10,
        2008.


      
        
           

        

        
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      (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.  For purposes of determining the amount of the Gross-Up
        Payment, Executive will be considered to pay (x) federal income taxes at
        the highest rate in effect in the year in which the Gross-Up Payment will
        be
        made and (y) state and local income taxes at the highest rate in effect in
        the state or locality in which the Gross-Up Payment would be subject to state
        or
        local tax, net of the maximum reduction in federal income tax that could
        be
        obtained from deduction of such state and local taxes.  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.  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
        following, but no later than the end of the calendar year in which falls
        the
        date on 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 or the expiration of the Employment
        Term, as applicable, 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 12-month period following the
        Employment Termination Date or the expiration of the Employment Term, as
        applicable, for the difference between the total amount of the monthly COBRA
        premiums for the same coverage as in effect on the Employment Termination
        Date
        or the expiration of the Employment Term, as applicable, 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.


      
        
           

        

        
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      (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
        termination of Executive’s employment with Employer and/or its Affiliates.
        However, nothing in this Agreement is intended to limit 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)           Compliance
        with
        Code Section 409A.  If
        Employer determines that Executive is a “specified employee” on the date of
        Executive’s “separation from service,” as those terms are defined in and
        pursuant to Code Section 409A and related Treasury guidance thereunder, then,
        notwithstanding any provision of this Agreement to the contrary, no payment
        of
        compensation under this Agreement shall be made to Executive during the period
        lasting six months from the date of Executive’s separation unless Employer
        determines that there is no reasonable basis for believing that making such
        payment would cause Executive to suffer adverse tax consequences pursuant
        to
        Code Section 409A.  If any payment to Executive is delayed pursuant to
        the foregoing sentence, such payment instead shall be paid, without interest,
        on
        the first business day following the expiration of the six-month period referred
        to in the prior sentence.

      


      (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).


      
        
           

        

        
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      (k)           Offset.  The
        Executive agrees that Employer may set off against, and Executive authorizes
        Employer to deduct from, any payments due to the Executive, or to his 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 Agreement
        or
        otherwise; provided, however, that any such set off and deduction shall be
        made
        in a manner that complies with Section 409A of the Code and the regulations
        thereunder 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; (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; and (vii) he necessarily would use or disclose Confidential
        Information if he were to engage in competition with Employer.

      


      (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) has
        received, will receive, and will continue to receive Confidential Information
        that is unique, proprietary, and valuable to Employer and/or its Affiliates;
        (ii) has created and will continue to create Confidential Information that
        is
        unique, proprietary, and valuable to Employer and/or its Affiliates; and
        (iii)
        has benefited and will continue to 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.


      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      (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.      
              Nondisparagement and 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”):


      
        
           

        

        
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      (a)           He
        will not directly or indirectly disparage Employer or its Affiliates, any
        products, services, or operations of Employer or its Affiliates, or any of
        the
        former, current, or future officers, directors, or employees of Employer
        or its
        Affiliates;

      


      (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 employed by or otherwise engaged
        to
        perform services for Employer or its Affiliates to leave that employment
        or
        cease performing those services; and

      


      (c)           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; and 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.


      
        
           

        

        
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      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.


      
        
           

        

        
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      12.           Indemnification
        and Insurance.  Employer shall indemnify Executive to the fullest
        extent permitted by the laws of the State of Delaware.  In addition,
        Employer shall indemnify Executive in accordance with Employer’s certificate of
        incorporation and bylaws and pursuant to Employer’s standard indemnification
        agreement, and shall provide him with coverage under any directors’ and
        officers’ liability insurance policies, in each case 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.

      


      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 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.

      


      15.           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.

      


      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):


      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      (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.  Employer is authorized to assign or otherwise transfer
        this Agreement or any of its rights or obligations under this Agreement 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.


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


      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 the
        Employer or the oil
        and gas acquisition, exploration, development and production business of
        the
        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(e) 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 the 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 the Executive for all
        reasonable legal fees and expenses incurred by the Executive in connection
        with
        the preparation, review, and negotiation of this Agreement on or after January
        1, 2007 and prior to its execution, provided that any such reimbursement
        shall
        be made within the same calendar year in which falls the Amendment
        Date.

      


      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 hereof and supersedes all prior
        agreements and understandings, written and oral, between the parties with
        respect to the subject matter of this Agreement.


      
        
           

        

        
          22

          
            

          

        

        
           

        

      


      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 Amendment Date first set forth above.

      


      
        	
                EMPLOYER

              	 	
                EXECUTIVE

              
	 	 	 
	
                ROSETTA
                  RESOURCES INC.

              	 	
                CHARLES
                  F. CHAMBERS

              
	 	 	 
	 	 	 
	 	 	 
	
                By:

              	
                /S/
                  Gerald L. Maxwell

              	 	
                /s/
                  Charles F. Chambers

              
	 	 	 
	
                GERALD
                  L. MAXWELL

              	 	 
	
                VICE
                  PRESIDENT, HUMAN RESOURCES

              	 	 


      

       

      
23