ROSETTA RESOURCES INC. NON-EXECUTIVE EMPLOYEE CHANGE OF CONTROL PLANChange of Control Agreement |
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Exhibit 10.29
ROSETTA RESOURCES INC.
NON-EXECUTIVE EMPLOYEE
CHANGE OF CONTROL PLAN
THIS NON-EXECUTIVE EMPLOYEE CHANGE OF CONTROL PLAN (this “Plan”) is made effective as of December 1, 2005, by Rosetta Resources Inc., a Delaware corporation (the “Company”) for the benefit of those employees of the Company and its Affiliates listed on Exhibit A attached hereto (each, a “Participant”).
WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Corporate Change (as hereinafter defined) may occur in the future and that the threat or the occurrence of a Corporate Change can result in significant distractions of the employees of the Company and its Affiliates because of the uncertainties inherent in such a situation; and
WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Participants in the event of a threat or occurrence of a Corporate Change and to ensure each Participant’s continued dedication and efforts in such event without undue concern for his or her personal financial and job security; and
WHEREAS, to induce the Participants to remain in the service of the Company particularly in the event of a threat or the occurrence of a Corporate Change, the Company desires to put this Plan into place to provide the Participants with certain benefits in the event of their termination of employment in connection with a Corporate Change as provided herein.
NOW, THEREFORE, the Company has adopted this Plan, effective December 1, 2005, to read as follows:
1. Definitions.
1.1 “Affiliate” shall mean an entity or person with whom the Company would be considered a single employer under Section 414(b) of the Code (controlled group of corporations) or Section 414(c) of the Code (partnerships, proprietorships, etc., under common control).
1.2 “Annual Base Salary” shall mean the Participant’s annual gross base salary, excluding bonuses and other extraordinary payments.
1.3 “Cause” shall mean a finding by the Committee of acts or omissions constituting, in the Committee’s reasonable judgment, (a) a breach of duty by the Participant in the course of his employment involving fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty, or moral turpitude; (b) conduct by the Participant that is materially detrimental to the Company, monetarily or otherwise, or reflects unfavorably on the Company or the Participant to such an extent that the Company’s best interests reasonably require the termination of the Participant’s employment; (c) acts or omissions of the Participant materially in violation of his obligations at law; (d) the Participant’s failure to comply with or adhere to the Company’s policies concerning equal employment opportunity, including engaging in sexually or otherwise harassing conduct; (e) the Participant’s repeated insubordination;
(f) the Participant’s failure to comply with or enforce personnel policies of the Company; (g) the Participant’s failure to devote his full working time and best efforts to the performance of his responsibilities to the Company; or (h) the Participant’s conviction of, or entry of a plea agreement or consent decree or similar arrangement with respect to, a felony, other serious criminal offense, or any violation of federal or state securities laws.
1.4 “Change of Control Percentage” shall mean, with respect to each Participant, the percentage indicated for the Participant on Exhibit A.
1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended.
1.6 “Committee” shall mean the Compensation Committee of the Board.
1.7 “Corporate Change” shall mean (a) the dissolution or liquidation of the Company; (b) a reorganization, merger or consolidation of the Company with one or more corporations (other than a merger or consolidation effecting a reincorporation of the Company 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 the Company and their proportionate interests therein immediately prior to the merger or consolidation) (collectively, a “Corporate Change Merger”); (c) the sale of all or substantially all of the assets of the Company; or (d) the occurrence of a Change in Control. A “Change in Control” shall be deemed to have occurred if (i) individuals who were directors of the Company 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 the Company (or of the Board of Directors of any successor to the Company 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 the Company immediately prior to such Control Transaction or (ii) any entity, person or Group acquires shares of the Company 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. Notwithstanding t







