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: November 2, 2007
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:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain
Officers;
Compensatory Arrangements of Certain
Officers.
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On
November 1, 2007, Rosetta Resources Inc. (the “Company”) announced the
appointment of Randy L. Limbacher as President and Chief Executive Officer
of
the Company effective November 1, 2007. Mr. Limbacher will also serve
as a member of the Company’s Board of Directors. Mr. Limbacher
succeeds Charles F. Chambers who has served as acting Chief Executive Officer
from July 9, 2007 until October 31, 2007. Also effective November 1,
2007, Mr. Chambers resumed his former position as the Company’s Executive
Vice President, Corporate Development, and relinquished the position of interim
Chief Executive Officer of the Company.
Mr.
Limbacher, 49, was previously President, Exploration and Production – Americas
for ConocoPhillips. Mr. Limbacher joined ConocoPhillips following its
acquisition of Burlington Resources in April 2006, then assumed responsibility
for the company’s E&P operations in the Western Hemisphere. Prior
to this acquisition, he was Executive Vice President, Chief Operating Officer
and Board Member for Burlington Resources, and had served as Executive Vice
President and Chief Operating Officer since 2002.
The
Company and Mr. Limbacher entered into an employment agreement dated as of
November 1, 2007, which provides for the terms of Mr. Limbacher’s employment as
President and Chief Executive Officer of the Company beginning November 1,
2007. The material terms of the employment agreement are as
follows:
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1.
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Mr.
Limbacher will receive an initial annual base salary of $625,000
which
will be subject to annual adjustments beginning in January
2009. Mr. Limbacher will also receive a $1,000,000 bonus upon
execution of the employment
agreement.
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2.
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The
initial term of the agreement begins on November 1, 2007 and ends
on
October 31, 2008 with automatic extensions for nine successive one-year
periods unless either party provides written notice of termination
of
employment.
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3.
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Mr.
Limbacher will participate in any incentive compensation plans of
the
Company, and his target awards are based on 100% of his annual base
salary.
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4.
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Mr.
Limbacher will participate in the Company’s long term incentive
plan. Mr. Limbacher will be
granted:
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a.
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an
option to purchase 102,100 shares which has a ten year term and will
be
fully vested on the date of grant;
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b.
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102,100
shares of regular restricted common stock of the Company that will
vest
over a three year period; and
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c.
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$3,500,000
in value of sign on restricted common stock of the Company, which
will
vest in full on the fifth anniversary of the employment agreement,
subject
to earlier vesting upon achievement of specified target stock price
levels
for 30 consecutive trading days.
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5.
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If
the Company terminates Mr. Limbacher ’s employment other than for cause
(as defined in the employment agreement), if Mr. Limbacher voluntarily
terminates for good reason (as defined in the employment agreement)
or if
the Company gives timely notice and Mr. Limbacher’s employment
terminates, Mr. Limbacher is entitled to receive a severance payment
equal
to three times his annual base salary, plus all accrued but unpaid
salary
and vacation time. He is also entitled to receive an incentive
award at the target level for three years based on the performance
period
in effect on the date of termination and all of his outstanding unvested
restricted stock and stock options will vest. Mr. Limbacher
also will have twelve months to exercise any stock options that vested
prior to the termination of his employment. Further, Mr.
Limbacher will receive reimbursement for a certain portion of his
COBRA
premiums. In the event Mr. Limbacher ‘s employment with the
Company is terminated for any reason other than for cause or Mr.
Limbacher
voluntary terminates for good reason within two years after a corporate
change (as defined in the employment agreement), Mr. Limbacher also
may
receive a tax gross-up payment.
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6.
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The
employment agreement also contains covenants regarding confidentiality
and
non-solicitation and dispute resolution
clauses.
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The
foregoing description of the terms of the employment agreement does not purport
to be complete and is qualified in its entirety by the employment agreement
attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
A
copy of
the press release announcing Mr. Limbacher’s appointment is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits
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(a)
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Financial
statements:
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None
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(b)
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Pro
forma financial
information:
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None
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(c)
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Shell
company transactions:
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None
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(d)
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Exhibits
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10.1
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Employment
Agreement, dated November 1, 2007 between Rosetta Resources Inc.
and Randy
L. Limbacher.
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99.1
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Press
Release of Rosetta Resources Inc. dated November 1,
2007.
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SIGNATURE
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:
November 2, 2007
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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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10.1
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Employment
Agreement, dated November 1, 2007 between Rosetta Resources Inc.
and Randy
L. Limbacher.
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99.1
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Press
Release of Rosetta Resources Inc. dated November 1,
2007.
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