ROSE » Topics » General.

This excerpt taken from the ROSE DEF 14A filed Mar 27, 2009.
General.  Awards may be granted in the form of Performance Awards that may be payable in the form of cash, shares of Common Stock, or a combination of both, in such amounts and at such times as the Committee shall determine. Performance Awards shall be conditioned upon the level of achievement of one or more stated performance goals over a specified performance period that shall not be shorter than one year. Performance Awards may be combined with other Awards to impose performance criteria as part of the terms of such other Awards.
 
These excerpts taken from the ROSE 10-K filed Mar 2, 2009.
General.  Awards may be granted in the form of Options that may be Incentive Stock Options or Nonqualified Stock Options, or a combination of both; provided, however, that Incentive Stock Options may be granted only to Employees.

General.  The Committee may grant Awards in the form of SARs in such numbers and at such times as it shall determine. SARs shall vest and be exercisable in whole or in such installments and at such times as may be determined by the Committee. The price at which SARs may be exercised shall be determined by the Committee but shall not be less than 100% of the Fair Market Value per share of Common Stock on the Grant Date unless the SARs were granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who became Employees as a result of a merger, consolidation, acquisition, or other corporate transaction involving the Company and comply with Section 409A of the Code. The term of each SAR shall be as specified by the Committee; provided, however, that no SARs shall be exercisable later than ten years after the Grant Date. At the time of an Award of SARs, the Committee may, in its sole discretion, prescribe additional terms, conditions, restrictions and limitations applicable to the SARs, including without limitation rules pertaining to the termination of employment or service (by reason of death, permanent and total disability, or otherwise) of a Participant prior to exercise of the SARs, as it determines are necessary or appropriate, provided they are not inconsistent with the Plan.

General.  Awards may be granted in the form of Restricted Stock in such numbers and at such times as the Committee shall determine. The Committee shall impose such terms, conditions and restrictions on Restricted Stock as it may deem advisable, including without limitation providing for vesting upon the achievement of specified performance goals pursuant to a Performance Award and restrictions under applicable Federal or state securities laws. A Participant shall not be required to make any payment for Restricted Stock unless required by the Committee pursuant to Section 9.2.

General.  Awards may be granted in the form of Restricted Stock Units in such numbers and at such times as the Committee shall determine. The Committee shall impose such terms, conditions and restrictions on Restricted Stock Units as it may deem advisable, including without limitation prescribing the period over which and the conditions upon which a Restricted Stock Unit may become vested or be forfeited, and providing for vesting upon the achievement of specified performance goals pursuant to a Performance Award. Upon the lapse of restrictions with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or an amount of cash equal to the Fair Market Value of one share of Common Stock, as provided in the Award Agreement. A Participant shall not be required to make any payment for Restricted Stock Units.

General.  Awards may be granted in the form of Performance Awards that may be payable in the form of cash, shares of Common Stock, or a combination of both, in such amounts and at such times as the Committee shall determine. Performance Awards shall be conditioned upon the level of achievement of one or more stated performance goals over a specified performance period that shall not be shorter than one year. Performance Awards may be combined with other Awards to impose performance criteria as part of the terms of such other Awards.

 
 

 

General.  Awards may
be granted in the form of Options that may be Incentive Stock Options or
Nonqualified Stock Options, or a combination of both; provided, however, that
Incentive Stock Options may be granted only to Employees.



General.  The
Committee may grant Awards in the form of SARs in such numbers and at such times
as it shall determine. SARs shall vest and be exercisable in whole or in such
installments and at such times as may be determined by the Committee. The price
at which SARs may be exercised shall be determined by the Committee but shall
not be less than 100% of the Fair Market Value per share of Common Stock on the
Grant Date unless the SARs were granted through the assumption of, or in
substitution for, outstanding awards previously granted to individuals who
became Employees as a result of a merger, consolidation, acquisition, or other
corporate transaction involving the Company and comply with Section 409A of the
Code. The term of each SAR shall be as specified by the Committee; provided,
however, that no SARs shall be exercisable later than ten years after the Grant
Date. At the time of an Award of SARs, the Committee may, in its sole
discretion, prescribe additional terms, conditions, restrictions and limitations
applicable to the SARs, including without limitation rules pertaining to the
termination of employment or service (by reason of death, permanent and total
disability, or otherwise) of a Participant prior to exercise of the SARs, as it
determines are necessary or appropriate, provided they are not inconsistent with
the Plan.



General.  Awards may
be granted in the form of Restricted Stock in such numbers and at such times as
the Committee shall determine. The Committee shall impose such terms, conditions
and restrictions on Restricted Stock as it may deem advisable, including without
limitation providing for vesting upon the achievement of specified performance
goals pursuant to a Performance Award and restrictions under applicable Federal
or state securities laws. A Participant shall not be required to make any
payment for Restricted Stock unless required by the Committee pursuant to
Section 9.2.



General.  Awards may
be granted in the form of Restricted Stock Units in such numbers and at such
times as the Committee shall determine. The Committee shall impose such terms,
conditions and restrictions on Restricted Stock Units as it may deem advisable,
including without limitation prescribing the period over which and the
conditions upon which a Restricted Stock Unit may become vested or be forfeited,
and providing for vesting upon the achievement of specified performance goals
pursuant to a Performance Award. Upon the lapse of restrictions with respect to
each Restricted Stock Unit, the Participant shall be entitled to receive from
the Company one share of Common Stock or an amount of cash equal to the Fair
Market Value of one share of Common Stock, as provided in the Award Agreement. A
Participant shall not be required to make any payment for Restricted Stock
Units.



General.  Awards may
be granted in the form of Performance Awards that may be payable in the form of
cash, shares of Common Stock, or a combination of both, in such amounts and at
such times as the Committee shall determine. Performance Awards shall be
conditioned upon the level of achievement of one or more stated performance
goals over a specified performance period that shall not be shorter than one
year. Performance Awards may be combined with other Awards to impose performance
criteria as part of the terms of such other Awards.




 



 







 




This excerpt taken from the ROSE 8-K filed Dec 10, 2008.
Section 8.1 General.  Subject to Section 8.4, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by the Delaware General Corporation Law and including against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, have reasonable cause to believe that his or her conduct was unlawful.

This excerpt taken from the ROSE DEF 14A filed Apr 1, 2008.
General. Awards may be granted in the form of Performance Awards that may be payable in the form of cash, shares of Common Stock, or a combination of both, in such amounts and at such times as the Committee shall determine. Performance Awards shall be conditioned upon the level of achievement of one or more stated performance goals over a specified performance period that shall not be shorter than one year. Performance Awards may be combined with other Awards to impose performance criteria as part of the terms of such other Awards.

This excerpt taken from the ROSE 10-K filed Apr 20, 2006.

GENERAL

Rosetta Resources Inc. (the “Company”) is comprised of the domestic oil and natural gas business formerly owned by Calpine Corporation and affiliates (predecessor, “Calpine”) acquired in July 2005 by the Company (successor). The Company is engaged in oil and natural gas exploration, development, production and acquisition activities in the United States, and operates in one business segment. Our operations are primarily concentrated in the Sacramento Basin of California, Lobo and Perdido Trends in South Texas, the State Waters of Texas, the Gulf of Mexico and the Rocky Mountains. The Company was formed in June 2005 to acquire the domestic oil and natural gas business of Calpine. This acquisition closed in July 2005.

Pursuant to the acquisition, we entered into several operative contracts with Calpine, including a purchase and sale agreement under which we have indemnification rights and obligations with respect to Calpine. Currently, Calpine provides pipeline services, including personnel, under the transition services agreement and markets our gas under a marketing agreement. We sell a significant portion of our gas to Calpine pursuant to certain gas purchase and sales contracts.

In October 1999, Calpine purchased Sheridan Energy, Inc. (“Sheridan”), a natural gas exploration and production company operating in northern California and the Gulf Coast region. The Sheridan acquisition provided the initial management team an operational infrastructure to evaluate and acquire oil and natural gas properties for Calpine. In December 1999, Calpine purchased Vintage Petroleum, Inc.’s interest in the Rio Vista Gas Unit and related areas, representing primarily natural gas reserves located in the Sacramento Basin in northern California. Sheridan was purchased by Calpine in 1999 and renamed Calpine Natural Gas Company and then was merged into Calpine in April 2002, and Rosetta Resources Operating LP (formerly known as Calpine Natural Gas L.P.; “RROLP”) was subsequently established. In October 2001, Calpine completed the acquisition of 100% of the voting stock of Michael Petroleum Corporation, a natural gas exploration and production company with operations in south Texas. In September 2004, Calpine sold its natural gas reserves in the New Mexico San Juan Basin and Colorado Piceance Basin and such properties have been reflected as discontinued operations for all periods presented herein. Several members of the Calpine management team, who were responsible for operating Calpine’s oil and natural gas business, joined the Company concurrently with the acquisition of the properties from Calpine.

 

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