ROSETTA RESOURCES INC.
NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES
Effective December 6, 2011
The Board of Directors believes that non-employee directors more effectively represent Rosetta Resources Inc.'s ("Rosetta") shareholders, if they are shareholders themselves. Therefore, the Board of Directors (the "Board") has adopted the following Non-employee Director Stock Ownership Guidelines.
Non-employee Director Stock Ownership Guidelines
Each non-employee director must own shares of Rosetta's Common Stock of equivalent value equal to at least four times the annual cash retainer received for service as a director. This minimum stock ownership level must be achieved by each non-employee director within either, five (5) years after: (i) the date of each non-employee director joining the Board, or (ii) the date these guidelines are approved and made effective, whichever date last occurs.
For purposes of calculating the value of the shares owned each share of stock shall have a deemed value equal to the greater of the price at acquisition or the current market value. After achieving the minimum level of stock ownership, ownership of the minimum value must be maintained as long as the non-employee director remains on the Board.
Counting Shares Owned
Stock that counts towards satisfaction of the Non-employee Director Stock Ownership Guidelines includes:
1. Shares purchased on the open market;
2. Shares obtained through stock option exercises that the director continues to hold;
3. Restricted stock (vested and unvested);
4. Shares beneficially owned in a trust, by a spouse and/or minor children; and
5. Vested Stock options.
There may be instances where these guidelines would place a hardship on an officer. There may be instances where these guidelines would place a hardship on a non-employee director. The Nominating and Corporate Governance Committee will make the final decision as to developing or waiving an alternative stock ownership guideline for a non-employee director that addresses the non-employee director's personal circumstances and satisfies the purposes of these guidelines.
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