General Release Agreement
Exhibit
10.1
1. Ending of Employment and
Employment Agreement. My employment with Rosetta Resources
Inc. or an Affiliate (“Rosetta”) permanently ended, and the Employment Agreement
between myself and Rosetta dated September 6, 2007 terminated, effective on
February 21, 2008 (the “Employment Termination Date”). I acknowledge
and agree that Paragraphs 8, 9, 10, 13, 22, and 23 of the Employment Agreement
survive its termination.
2. Consideration. In
consideration of my promises and undertakings set out in this Agreement and
contingent upon my acceptance and non-revocation of this General Release
Agreement, Rosetta or an Affiliate shall pay or provide to me the compensation
and benefits pursuant to Section 7(e)(ii) of the Employment Agreement (the
“Termination Benefits”). Provided I have not timely revoked my
acceptance of this General Release Agreement, the Termination Benefits described
will be paid to me according to the timing described in Section 7(e)(iii)(A) and
7(e)(iii)(B). I acknowledge and understand that no contributions from
me or Rosetta will be made to any retirement or savings plan with respect to the
Termination Benefits
3. General
Release. In consideration of the Termination Benefits, I
voluntarily, completely, and unconditionally release, waive, and forever
discharge to the maximum extent permitted by law the Released Parties (defined
below) from any and all claims, demands, liabilities, and causes of action of
whatever kind or character, whether vicarious, derivative, or direct, and
whether known or unknown (individually a “Claim” and collectively the “Claims”),
that I now may have or ever have had against the Released
Parties. The Claims released and waived include but are not limited
to:
(a) Any
and all Claims growing out of, resulting from, or connected in any way with my
employment or the ending of my employment with, or the employment practices of,
the Released Parties;
(b) Any
and all Claims growing out of, resulting from, or connected in any way with the
Employment Agreement;
(c) Any
and all Claims based on any federal, state, or local statutory or common law or
constitutional provision that applies or is asserted to apply, directly or
indirectly, to the employment relationship or employment practices, such as
Claims based on contract or in tort and Claims under the Civil Rights Acts of
1866, 1871, 1964, and 1991; the Americans with Disabilities Act; the Age
Discrimination in Employment Act; the Fair Labor Standards Act; the Equal Pay
Act; the Family and Medical Leave Act; the Employee Retirement Income Security
Act; the Fair Credit Reporting Act; the Worker Adjustment and Retraining
Notification Act; the Xxxxxxxx-Xxxxx Act; Chapters 21 and 61 of the Texas Labor
Code; any other federal, state, or local statute, rule, order, or ordinance; and
any amendments to the statutes just named or identified; and
(d) Any
and all Claims based on any other act, conduct, or omission of any of the
Released Parties.
I
acknowledge and agree that by this General Release, I forever waive any right to
recover, and will not request or accept, anything of value from any of the
Released Parties, other than the Termination Benefits, as compensation or
damages growing out of, resulting from, or connected in any way with my
employment or the ending of my employment with, or the employment practices of,
the Released Parties, the expiration or termination of the Employment Agreement,
or with any other act, conduct, or omission of any of the Released Parties,
whether sought directly by me or by any administrative agency or other public
authority, individual, or group of individuals on my behalf.
1
Page
2 of 3
I further
acknowledge and agree that this General Release does not waive any Claims that
may arise after the date I sign this Agreement, and does not affect any earned,
vested benefits (other than any entitlement to severance or separation pay, if
any) that I may have under the applicable provisions of any benefit plan of
Rosetta or an Affiliate in which I am participating at the time of the
Employment Termination Date.
The
“Released Parties” are (i) Rosetta Resources, Inc.; (ii) any Affiliate of
Rosetta Resources, Inc.; (iii) any predecessor, successor, or assign of the
entities named or described in (i)-(ii); and (iv) any current or former officer,
director, partner, shareholder, owner, member, manager, joint venturer, trustee,
fiduciary, agent, employee, associate, representative, administrator, employee
benefit plan sponsored or maintained by, insurer, or attorney of the entities
and persons named or described in (i)-(iii).
4. Return of
Property. I represent that I have returned to Rosetta all
Confidential Information (in whatever form or medium and all copies thereof) and
all other property of Rosetta.
5. Time for Acceptance;
Revocation; Effective Date. I may accept this Agreement at any
time before the expiration of 21 days after the Employment Termination Date by
signing and returning it to Xxxxxx Xxxxxxx, 000 Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx, 00000. I acknowledge that (a) I may revoke my acceptance of
this Agreement by so notifying Rosetta in writing in accordance with Paragraph
16 of the Employment Agreement within 7 days after I sign and return this
Agreement, (b) if I timely revoke my acceptance, I will not be eligible for and
will not receive the Termination Benefits, and (c) if I do not timely revoke my
acceptance, this Agreement will become effective and enforceable on the 8th day
after I sign and return this Agreement.
6. Miscellaneous.
(a) I
acknowledge that I have read this Agreement; that I have been advised to consult
and have had the opportunity to consult an attorney before signing this
Agreement; that I have had sufficient time to consider and fully understand the
meaning and effect of my signing this Agreement; that my execution of this
Agreement is knowing and voluntary; and that I am not relying on any written or
oral statement or promise other than what is set out in this
Agreement.
(b) This
Agreement 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 this Agreement shall be a state or federal
court in Xxxxxx County, Texas. This provision does not prevent
Rosetta from removing to an appropriate federal court any action brought in
state court. I
HEREBY CONSENT TO, AND WAIVE ANY OBJECTIONS TO, REMOVAL TO FEDERAL COURT BY
ROSETTA OF ANY ACTION BROUGHT AGAINST IT BY ME.
Page 3
of 3
(c) IN THE EVENT THAT ANY DISPUTE ARISING
FROM OR RELATED TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH EMPLOYER
RESULTS IN A LAWSUIT, BOTH I AND ROSETTA 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. ROSETTA AND I IRREVOCABLY AGREE THAT ALL ISSUES IN
SUCH A LAWSUIT SHALL BE DECIDED BY A JUDGE RATHER THAN A
JURY.
(d) Any
capitalized terms not defined in this Agreement shall have the meaning assigned
to such terms in the Employment Agreement.
AGREED:
|
Rosetta
Resources, Inc. or an Affiliate
|
|||||
|
By: Xxxxx
X. Xxxxxxxxx
|
|||||
|
Title: President
& Chief Executive Officer
|
|||||
|
By:
|
/s/ Xxxx X. Xxxxxxxx
|
By:
|
/s/ Xxxxx X. Xxxxxxxxx
|
||
|
Xxxx
X. Xxxxxxxx
|
Signature
|
||||
|
February 21, 2008
|
February 22, 2008
|
||||
|
Date
Signed
|
Date
Signed
|
||||
