UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date
of Report: February 21, 2008
(Date of
earliest event reported)
Rosetta
Resources Inc.
(Exact
name of registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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717
Texas, Suite 2800
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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713-335-4000
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
February 21, 2008, Rosetta Resources Inc. (the “Company”) entered into a general
release agreement (the “Release Agreement”) with John M. Thibeaux, the
Company’s Vice President of its Southern Division. The Release
Agreement ends Thibeaux’s employment with the Company and terminates
his Employment Agreement with the Company. It is anticipated that Mr.
Thibeaux will be a named executive officer of the Company for SEC reporting
purposes for 2007.
The
Release Agreement includes the following terms:
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·
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Mr.
Thibeaux’s immediate termination as the Vice President, Southern Division,
and effective February 21, 2008, his resignation from all other positions
which Mr. Thibeaux holds or occupies with any of the Company’s
subsidiaries or affiliates;
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·
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Payment
by the Company to Mr. Thibeaux in accordance with his Amended and Restated
Employment Agreement with the
Company;
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·
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Agreement
by Mr. Thibeaux to release the Company from any claims he may have against
the Company or its affiliates, including claims relating to his employment
with the Company and his resignation as more fully set for the in the
Release Agreement; and
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·
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Agreement
by Mr. Thibeaux that certain provisions of the Employment Agreement
survive termination, including those regarding the proprietary nature of
the Company’s confidential information and intellectual property, the
non-disparagement of the Company, and the non-solicitation of the
Company’s employees.
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This
description is qualified in full by the Release Agreement, which is attached to
this Current Report on Form 8-K as Exhibit 10.1.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On
February 21, 2008, the employment of Mr. John M. Thibeaux, Vice
President, Southern Division of the Company terminated. The effective
date of the termination of Mr. Thibeaux’s employment with the Company is
February 21, 2008. It is anticipated that Mr. Thibeaux will be a
named executive officer for SEC reporting purposes for 2007.
(a)(c)
and (d) are not applicable
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Company transactions:
None
(d)
Exhibits
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10.1
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Release Agreement, dated February
21, 2008, between Rosetta Resources Inc. and John M.
Thibeaux.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
February 22, 2008
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ROSETTA RESOURCES
INC.
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By:
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/s/
Michael J. Rosinski
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Michael
J. Rosinski
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Executive
Vice President and Chief Financial
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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Release
Agreement, dated February 21, 2008, between Rosetta Resources Inc. and
John M. Thibeaux.
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