-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q/oVK26fb/XCEDfE/8qX5f1h6hhcUPy3I5AGUH9TKI60mgSsp+C5emTqMzwzWGwx WefYLEm50lS7PZinsojJwg== 0001040593-05-000037.txt : 20050422 0001040593-05-000037.hdr.sgml : 20050422 20050422152355 ACCESSION NUMBER: 0001040593-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 05767344 BUSINESS ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961352 MAIL ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 8-K 1 k8041805.txt 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 (date of earliest event reported): April 18, 2005 CARRIZO OIL & GAS, INC. (Exact name of registrant as specified in its charter) CARRIZO OIL & GAS, INC. (Exact name of registrant as specified in its charter) Texas 000-22915 76-0415919 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1000 Louisiana Street Suite 1500 Houston, Texas 77002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 328-1000 N/A (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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 18, 2005, based on the recommendation of the Compensation Committee, the Board of Directors of Carrizo Oil & Gas, Inc. (the "Company") approved the terms of compensation to be paid to each director not employed by the Company or any of its subsidiaries (an "Outside Director") in respect of his service on the Board for the 2005-2006 director term. Each Outside Director will receive an annual retainer for the 2005-2006 director term of $10,000 per year plus compensation of $2,500 per regular meeting attended ($1,000 if attended via telephone), $1,000 per special meeting attended ($500 if attended via telephone) and $1,000 per committee meeting attended ($500 if attended via telephone). The Chairmen of the Audit, Compensation and Nominating Committees will receive an additional retainer of $12,500, $6,000 and $2,500, respectively. Non-chairman members of the Audit Committee and the Compensation Committee will receive an annual retainer of $7,500 and $4,000 per annual term, respectively. Each continuing Outside Director, except Steven A. Webster, will receive 1,000 shares of restricted stock, and the non-chairman members of the Audit and Compensation Committees will receive an additional 1,500 and 1,000 shares of restricted stock, respectively. The grants will be made under the Company's Incentive Plan (the "Incentive Plan"). Subject to shareholder approval of an amendment to the Incentive Plan at the 2005 Annual Meeting of Shareholders, expected to be held on May 10, 2005, the Chairmen of the Audit, Compensation and Nominating Committees will receive an additional 2,500, 1,500 and 1,500 shares of restricted stock, respectively, except Mr. Webster will not receive the award for the Nominating Committee Chairman. Mr. Webster will not receive the awards mentioned above which he would otherwise be entitled in light of the consulting agreement between the Company and an entity owned by Mr. Webster. The restricted stock granted to the Outside Directors is expected to vest in full on the first anniversary of the date of grant, or, if the amendment to the Incentive Plan does not receive shareholder approval, in three equal installments on the first, second and third anniversaries of the date of grant, or in full earlier upon a change in control of the Company or the director's death. In addition, the Compensation Committee approved (1) the form of Director Award Agreement that will govern the terms and conditions of restricted stock awards made to Outside Directors in the event the amendment to the Incentive Plan receives shareholder approval, (2) the form of Director Award Agreement that will govern the terms and conditions of restricted stock awards made to Outside Directors in the event the amendment to the Incentive Plan does not receive shareholder approval, and (3) the form of Employee Award Agreement that will govern the terms and conditions of restricted stock awards made to employees in either event. The foregoing descriptions of the award agreements under the Incentive Plan and the terms of the restricted stock granted to the Outside Directors and employees are not complete and are qualified by reference to the complete agreements which are attached hereto as exhibits and incorporated herein by reference. The information contained in this Current Report includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in the Company's filings with the Securities and Exchange Commission, including the approval of the amendment to the Incentive Plan by the Company's shareholders. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
Exhibit Number Description 10.1 Director Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. (subject to shareholder approval of the Fifth Amendment). 10.2 Director Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. 10.3 Employee Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc.
SIGNATURES 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. CARRIZO OIL & GAS, INC. By: /s/ Paul F. Boling ------------------ Name: Paul F. Boling Title: Vice President and Chief Financial Officer Date: April 19, 2005 EXHIBIT INDEX 10.1 Director Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. (subject to shareholder approval of the Fifth Amendment). 10.2 Director Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. 10.3 Employee Restricted Stock Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc. EX-10 2 exh101.txt Exhibit 10.1 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT ("Agreement") is made as of the ____ day of ______, 2005 (the "Grant Date"), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), and [DIRECTOR] (the "Grantee"). The Company has adopted the Incentive Plan of Carrizo Oil & Gas, Inc. (the "Plan"), a copy of which is appended to this Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible employees, directors and independent contractors of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan. Pursuant to the Plan, the Committee, which has generally been assigned responsibility for administering the Plan, has determined that it would be in the interest of the Company and its stockholders to grant the restricted stock provided herein in order to provide Grantee with additional remuneration for services rendered, to encourage Grantee to remain in the service of the Company as a Nonemployee Director and to increase Grantee's personal interest in the continued success and progress of the Company. The Company and Grantee therefore agree as follows: 1. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions herein, effective as of the Grant Date, the Company grants to the Grantee ____ shares of Common Stock of the Company, par value $.01 per share (the "Restricted Stock"). The Company will issue to the Grantee stock certificates evidencing the shares of Restricted Stock, which certificates will be registered in the name of the Grantee and will bear an appropriate legend referring to the terms, conditions, and restrictions applicable to the Restricted Stock, substantially in the following form: The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Restricted Stock Award Agreement, effective as of _______, 2005, between Carrizo Oil & Gas, Inc. and the registered owner hereof. Copies of such Agreement are on file in the offices of Carrizo Oil & Gas, Inc., 1000 Louisiana Street, Suite 1500, Houston, Texas 77002. The certificates evidencing the shares of Restricted Stock shall be held in custody by the Company or, if specified by the Committee, by a third party custodian or trustee, until the restrictions on such shares shall have lapsed, and, as a condition of this award of Restricted Stock, the Company may require that the Grantee deliver a stock power, duly endorsed in blank, relating to the shares of Restricted Stock. 1 2. TRANSFER RESTRICTIONS. Except as expressly provided herein, the shares of Restricted Stock are not transferable (voluntarily or involuntarily) other than by will or the laws of descent and distribution, and may not otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the award provided for herein shall immediately become null and void, and the shares of Restricted Stock shall be immediately forfeited to the Company. 3. RESTRICTIONS. Subject to the provisions of paragraph 4 hereof, the restrictions on all shares of Restricted Stock shall lapse and such shares shall vest in the Grantee on the first anniversary date of the Grant Date; provided that the Grantee has been in the continuous service of the Company as a Nonemployee Director through such anniversary. Notwithstanding the foregoing, upon a Change of Control, the restrictions on all shares of Restricted Stock shall immediately lapse and such shares shall vest in the Grantee. Shares as to which restrictions shall have lapsed shall no longer be deemed Restricted Stock, and the Company shall deliver to the Grantee certificates representing such shares as described in paragraph 5 below. 4. TERMINATION OF SERVICE; FORFEITURE. (a) Upon termination of the Grantee's service as a Nonemployee Director with the Company as a result of the death of the Grantee, the restrictions on all shares of Restricted Stock shall immediately lapse and such shares shall vest in the Grantee or, as applicable, the Grantee's legal representative, beneficiary or heir. (b) Upon termination of the Grantee's service as a Nonemployee Director of the Company without the consent of a majority of the other members of the Board of Directors for any reason other than death, all shares of Restricted Stock as to which the restrictions thereon have not previously lapsed shall be immediately forfeited to the Company. 5. DISTRIBUTION FOLLOWING TERMINATION OF RESTRICTIONS. Upon the vesting and expiration of the restrictions as to any portion of the Restricted Stock, the Company will cause a new certificate evidencing such number of shares of Common Stock to be delivered to the Grantee, or in the case of his death to his legal representative, beneficiary or heir, free of the legend regarding transferability; provided that the Company shall not be obligated to issue any fractional shares of Common Stock. 6. DESIGNATION OF BENEFICIARY. The Grantee may designate a beneficiary or beneficiaries to whom the shares of Restricted Stock shall pass upon Grantee's death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on the form annexed hereto as Exhibit A or such other form as may be prescribed by the Committee, provided that no such designation shall be effective unless so filed prior to the death of Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the shares of Restricted Stock shall pass by will or the laws of descent and distribution. Following Grantee's death, the person to the Restricted Stock passes according to the foregoing shall be deemed the Grantee for purposes of any applicable provisions of this Agreement. 2 7. VOTING AND DIVIDEND RIGHTS. During the period in which the restrictions provided herein are applicable to the Restricted Stock, the Grantee shall have the right to vote the shares of Restricted Stock and to receive any cash dividends paid with respect thereto unless and until forfeiture thereof. Any dividend or distribution payable with respect to shares of Restricted Stock that shall be paid or distributed in shares of Common Stock shall be subject to the same restrictions provided for herein, and the shares so paid or distributed shall be deemed Restricted Stock subject to all terms and conditions herein. Any dividend or distribution (other than cash or Common Stock) payable or distributable on shares of Restricted Stock, unless otherwise determined by the Committee, shall be subject to the terms and conditions of this Agreement to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to such dividend or distribution as the Committee may provide in its absolute discretion. 8. ADJUSTMENTS. As provided in Section 15 of the Plan, certain adjustments may be made to the Restricted Stock upon the occurrence of events or circumstances described in Section 15 of the Plan. Without limiting the generality of the foregoing, and except as otherwise provided in the Plan or this Agreement, in the event of any merger, consolidation, reorganization, recapitalization, reclassification or other capital or corporate structure change of the Company, the securities or other consideration receivable for or in conversion of or exchange for shares of Restricted Stock shall be subject to the terms and conditions of this Agreement to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to the securities or other consideration so receivable as the Committee may provide in its absolute discretion. 9. MANDATORY WITHHOLDING OF TAXES. Grantee acknowledges and agrees that the Company shall deduct from the shares of Common Stock otherwise payable or deliverable an amount of cash and/or number of shares of Common Stock (valued at their Fair Market Value on the applicable date) that is equal to the amount of all federal, state and local taxes required to be withheld by the Company upon such exercise, as determined by the Committee. 10. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section 16 of the Plan, the Grantee agrees that the Company will not be obligated to deliver any shares of Common Stock, if counsel to the Company determines that such exercise, or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance or delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement. 11. NOTICE. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be (a) delivered personally to the following address: 3 Carrizo Oil & Gas, Inc. 1000 Louisiana Street , Suite 1500 Houston, Texas 77002 or (b) sent by first class mail, postage prepaid and addressed as follows: Carrizo Oil & Gas, Inc. 1000 Louisiana Street , Suite 1500 Houston, Texas 77002 Attention: Payroll/Benefits Manager Any notice or other communication to the Grantee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Grantee's address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address. 12. AMENDMENT. Notwithstanding any other provisions hereof, this Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 6 of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee, (a) this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required _______ ________ approval of the Company's stockholders and, provided, in each case, that such changes or corrections ________ shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee's consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to Section 6 of the Plan and any required approval of the Company's stockholders, the Award evidenced by this Agreement may be canceled by the Committee and a new Award made in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made and no such action shall adversely affect the Restricted Stock to the extent then vested without the Grantee's consent. 13. GRANTEE SERVICE. Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, shall confer or be construed to confer on the Grantee any right to continue in the service of the Company as a Nonemployee Director. 14. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas. 4 15. CONSTRUCTION. References in this Agreement to "this Agreement" and the words "herein," "hereof," "hereunder" and similar terms include all Exhibits and Schedules appended hereto, including the Plan. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and shall be governed by and construed in accordance with the Plan and the administrative interpretations adopted by the Committee thereunder. All decisions of the Committee upon questions regarding the Plan or this Agreement shall be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall control. The headings of the paragraphs of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 16. DUPLICATE ORIGINALS. The Company and the Grantee may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement. 17. RULES BY COMMITTEE. The rights of the Grantee and obligations of the Company hereunder shall be subject to such reasonable rules and regulations as the Committee may adopt from time to time hereafter. 18. ENTIRE AGREEMENT. Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Restricted Stock and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the Restricted Stock. 19. GRANTEE ACCEPTANCE. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. ATTEST: Carrizo Oil & Gas, Inc. By: - ------------------------------ ------------------------------ Secretary Name: S.P. Johnson Title: President ACCEPTED: --------------------------------- 5 Exhibit A to Director Restricted Stock Award Agreement dated as of ______, 2005 INCENTIVE PLAN OF CARRIZO OIL & Gas, Inc. Designation of Beneficiary I, ________________________________________________ (the "Grantee"), hereby declare that upon my death ________________________________________________ (the Name "Beneficiary") of ______________________________________________________________ Street Address City State Zip Code who is my _________________________________________________, shall be entitled Relationship to Grantee to the Restricted Stock and all other rights accorded the Grantee by the above-referenced agreement (the "Agreement"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary's survival of the Grantee's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked in writing, signed by the Grantee, and filed with the Company prior to the Grantee's death. - ------------------------------ ------------------------------ Date Grantee EX-10 3 exh102.txt Exhibit 10.2 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT ("Agreement") is made as of the ____ day of ______, 2005 (the "Grant Date"), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), and [DIRECTOR] (the "Grantee"). The Company has adopted the Incentive Plan of Carrizo Oil & Gas, Inc. (the "Plan"), a copy of which is appended to this Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible employees, directors and independent contractors of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan. Pursuant to the Plan, the Committee, which has generally been assigned responsibility for administering the Plan, has determined that it would be in the interest of the Company and its stockholders to grant the restricted stock provided herein in order to provide Grantee with additional remuneration for services rendered, to encourage Grantee to remain in the service of the Company as a Nonemployee Director and to increase Grantee's personal interest in the continued success and progress of the Company. The Company and Grantee therefore agree as follows: 1. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions herein, effective as of the Grant Date, the Company grants to the Grantee ____ shares of Common Stock of the Company, par value $.01 per share (the "Restricted Stock"). The Company will issue to the Grantee stock certificates evidencing the shares of Restricted Stock, which certificates will be registered in the name of the Grantee and will bear an appropriate legend referring to the terms, conditions, and restrictions applicable to the Restricted Stock, substantially in the following form: The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Restricted Stock Award Agreement, effective as of _______, 2005, between Carrizo Oil & Gas, Inc. and the registered owner hereof. Copies of such Agreement are on file in the offices of Carrizo Oil & Gas, Inc., 1000 Louisiana Street, Suite 1500, Houston, Texas 77002. The certificates evidencing the shares of Restricted Stock shall be held in custody by the Company or, if specified by the Committee, by a third party custodian or trustee, until the restrictions on such shares shall have lapsed, and, as a condition of this award of Restricted Stock, the Company may require that the Grantee deliver a stock power, duly endorsed in blank, relating to the shares of Restricted Stock. 1 2. TRANSFER RESTRICTIONS. Except as expressly provided herein, the shares of Restricted Stock are not transferable (voluntarily or involuntarily) other than by will or the laws of descent and distribution, and may not may not otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the award provided for herein shall immediately become null and void, and the shares of Restricted Stock shall be immediately forfeited to the Company. 3. RESTRICTIONS. Subject to the provisions of paragraph 4 hereof, the restrictions on the shares of Restricted Stock shall lapse and such shares shall vest in the Grantee in three installments at the rate of thirty-three and one-third percent (33 1/3%) of the shares of Restricted Stock awarded hereunder (rounded up to the nearest whole number) on each of the first, second and third anniversary dates of the Grant Date; provided that the Grantee has been in the continuous service of the Company as a Nonemployee Director through the applicable date. Notwithstanding the foregoing, upon a Change of Control, the restrictions on all shares of Restricted Stock shall immediately lapse and such shares shall vest in the Grantee. Shares as to which restrictions shall have lapsed shall no longer be deemed Restricted Stock, and the Company shall deliver to the Grantee certificates representing such shares as described in paragraph 5 below. 4. TERMINATION OF SERVICE; FORFEITURE. (a) Upon termination of the Grantee's service as a Nonemployee Director with the Company as a result of the death of the Grantee, the restrictions on all shares of Restricted Stock shall immediately lapse and such shares shall vest in the Grantee or, as applicable, the Grantee's legal representative, beneficiary or heir. (b) Upon termination of the Grantee's service as a Nonemployee Director of the Company without the consent of a majority of the other members of the Board of Directors for any reason other than death, all shares of Restricted Stock as to which the restrictions thereon have not previously lapsed shall be immediately forfeited to the Company. 5. DISTRIBUTION FOLLOWING TERMINATION OF RESTRICTIONS. Upon the vesting and expiration of the restrictions as to any portion of the Restricted Stock, the Company will cause a new certificate evidencing such number of shares of Common Stock to be delivered to the Grantee, or in the case of his death to his legal representative, beneficiary or heir, free of the legend regarding transferability; provided that the Company shall not be obligated to issue any fractional shares of Common Stock. 6. DESIGNATION OF BENEFICIARY. The Grantee may designate a beneficiary or beneficiaries to whom the shares of Restricted Stock shall pass upon Grantee's death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on the form annexed hereto as Exhibit A or such other form as may be prescribed by the Committee, provided that no such designation shall be effective unless so filed prior to the death of Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the shares of Restricted Stock shall pass by will or the laws of descent and distribution. Following Grantee's death, the person to the Restricted 2 Stock passes according to the foregoing shall be deemed the Grantee for purposes of any applicable provisions of this Agreement. 7. VOTING AND DIVIDEND RIGHTS. During the period in which the restrictions provided herein are applicable to the Restricted Stock, the Grantee shall have the right to vote the shares of Restricted Stock and to receive any cash dividends paid with respect thereto unless and until forfeiture thereof. Any dividend or distribution payable with respect to shares of Restricted Stock that shall be paid or distributed in shares of Common Stock shall be subject to the same restrictions provided for herein, and the shares so paid or distributed shall be deemed Restricted Stock subject to all terms and conditions herein. Any dividend or distribution (other than cash or Common Stock) payable or distributable on shares of Restricted Stock, unless otherwise determined by the Committee, shall be subject to the terms and conditions of this Agreement to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to such dividend or distribution as the Committee may provide in its absolute discretion. 8. ADJUSTMENTS. As provided in Section 15 of the Plan, certain adjustments may be made to the Restricted Stock upon the occurrence of events or circumstances described in Section 15 of the Plan. Without limiting the generality of the foregoing, and except as otherwise provided in the Plan or this Agreement, in the event of any merger, consolidation, reorganization, recapitalization, reclassification or other capital or corporate structure change of the Company, the securities or other consideration receivable for or in conversion of or exchange for shares of Restricted Stock shall be subject to the terms and conditions of this Agreement to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to the securities or other consideration so receivable as the Committee may provide in its absolute discretion. 9. MANDATORY WITHHOLDING OF TAXES. Grantee acknowledges and agrees that the Company shall deduct from the shares of Common Stock otherwise payable or deliverable an amount of cash and/or number of shares of Common Stock (valued at their Fair Market Value on the applicable date) that is equal to the amount of all federal, state and local taxes required to be withheld by the Company upon such exercise, as determined by the Committee. 10. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section 16 of the Plan, the Grantee agrees that the Company will not be obligated to deliver any shares of Common Stock, if counsel to the Company determines that such exercise, or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance or delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement. 3 11. NOTICE. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be (a) delivered personally to the following address: Carrizo Oil & Gas, Inc. 1000 Louisiana Street , Suite 1500 Houston, Texas 77002 or (b) sent by first class mail, postage prepaid and addressed as follows: Carrizo Oil & Gas, Inc. 1000 Louisiana Street , Suite 1500 Houston, Texas 77002 Attention: Payroll/Benefits Manager Any notice or other communication to the Grantee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Grantee's address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address. 12. AMENDMENT. Notwithstanding any other provisions hereof, this Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 6 of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee, (a) this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required _______ _______ approval of the Company's stockholders and, provided, in each case, that such changes or corrections ________ shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee's consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to Section 6 of the Plan and any required approval of the Company's stockholders, the Award evidenced by this Agreement may be canceled by the Committee and a new Award made in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made and no such action shall adversely affect the Restricted Stock to the extent then vested without the Grantee's consent. 13. GRANTEE SERVICE. Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, shall confer or be construed to confer on the Grantee any right to continue in the service of the Company as a Nonemployee Director. 4 14. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas. 15. CONSTRUCTION. References in this Agreement to "this Agreement" and the words "herein," "hereof," "hereunder" and similar terms include all Exhibits and Schedules appended hereto, including the Plan. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and shall be governed by and construed in accordance with the Plan and the administrative interpretations adopted by the Committee thereunder. All decisions of the Committee upon questions regarding the Plan or this Agreement shall be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall control. The headings of the paragraphs of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 16. DUPLICATE ORIGINALS. The Company and the Grantee may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement. 17. RULES BY COMMITTEE. The rights of the Grantee and obligations of the Company hereunder shall be subject to such reasonable rules and regulations as the Committee may adopt from time to time hereafter. 18. ENTIRE AGREEMENT. Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Restricted Stock and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the Restricted Stock. 19. GRANTEE ACCEPTANCE. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. ATTEST: Carrizo Oil & Gas, Inc. By: - ------------------------------ ------------------------------ Secretary Name: S.P. Johnson Title: President ACCEPTED: --------------------------------- 5 Exhibit A to Director Restricted Stock Award Agreement dated as of ______, 2005 INCENTIVE PLAN OF CARRIZO OIL & Gas, Inc. Designation of Beneficiary I, ________________________________________________ (the "Grantee"), hereby declare that upon my death ________________________________________________ (the Name "Beneficiary") of ______________________________________________________________ Street Address City State Zip Code who is my _________________________________________________, shall be entitled Relationship to Grantee to the Restricted Stock and all other rights accorded the Grantee by the above-referenced agreement (the "Agreement"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary's survival of the Grantee's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked in writing, signed by the Grantee, and filed with the Company prior to the Grantee's death. - ------------------------------ ------------------------------ Date Grantee EX-10 4 exh103.txt Exhibit 10.3 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT ("Agreement") is made as of the ___ day of ______, 2005 (the "Grant Date"), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), and [EMPLOYEE] (the "Grantee"). The Company has adopted the Incentive Plan of Carrizo Oil & Gas, Inc. (the "Plan"), a copy of which is appended to this Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible employees, directors and independent contractors of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan. Pursuant to the Plan, the Committee, which has generally been assigned responsibility for administering the Plan, has determined that it would be in the interest of the Company and its stockholders to grant the restricted stock provided herein in order to provide Grantee with additional remuneration for services rendered, to encourage Grantee to remain in the employ of the Company or its Subsidiaries and to increase Grantee's personal interest in the continued success and progress of the Company. The Company and Grantee therefore agree as follows: 1. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions herein, effective as of the Grant Date, the Company grants to the Grantee ____ shares of Common Stock of the Company, par value $.01 per share (the "Restricted Stock"). The Company will issue to the Grantee stock certificates evidencing the shares of Restricted Stock, which certificates will be registered in the name of the Grantee and will bear an appropriate legend referring to the terms, conditions, and restrictions applicable to the Restricted Stock, substantially in the following form: The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Restricted Stock Award Agreement, effective as of ________, 2005, between Carrizo Oil & Gas, Inc. and the registered owner hereof. Copies of such Agreement are on file in the offices of Carrizo Oil & Gas, Inc., 1000 Louisiana Street, Suite 1500, Houston, Texas 77002. The certificates evidencing the shares of Restricted Stock shall be held in custody by the Company or, if specified by the Committee, by a third party custodian or trustee, until the restrictions on such shares shall have lapsed, and, as a condition of this award of Restricted Stock, the Company may require that the Grantee deliver a stock power, duly endorsed in blank, relating to the shares of Restricted Stock. 1 2. TRANSFER RESTRICTIONS. Except as expressly provided herein, the shares of Restricted Stock are not transferable (voluntarily or involuntarily) other than by will or the laws of descent and distribution, and may not otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the award provided for herein shall immediately become null and void, and the shares of Restricted Stock shall be immediately forfeited to the Company. 3. RESTRICTIONS. Subject to the provisions of paragraph 4 hereof, the restrictions on the shares of Restricted Stock shall lapse and such shares shall vest in the Grantee in three installments at the rate of thirty-three and one-third percent (33 1/3%) of the shares of Restricted Stock awarded hereunder (rounded up to the nearest whole number) on each of the first, second and third anniversary dates of the Grant Date; provided that the Grantee has been in the continuous employment of the Company and its Subsidiaries through the applicable date (subject to the provisions of any applicable written employment agreement between the Grantee and the Company or any Subsidiary). A change of employment is continuous employment within the meaning of this paragraph 3 provided that, after giving effect to such change, the Grantee continues to be an employee of the Company or any Subsidiary. Shares as to which restrictions shall have lapsed shall no longer be deemed Restricted Stock, and the Company shall deliver to the Grantee certificates representing such shares as described in paragraph 5 below. 4. TERMINATION OF EMPLOYMENT; FORFEITURE. Upon termination of the Grantee's employment with the Company or any subsidiary of the Company (or the successor of any such company) for any reason, all shares of Restricted Stock as to which the restrictions thereon have not previously lapsed shall be immediately forfeited to the Company; subject, however, to the provisions of any employment agreement between the Grantee and the Company or any Subsidiary. 5. DISTRIBUTION FOLLOWING TERMINATION OF RESTRICTIONS. Upon the vesting and expiration of the restrictions as to any portion of the Restricted Stock, the Company will cause a new certificate evidencing such number of shares of Common Stock to be delivered to the Grantee, free of the legend regarding transferability; provided that the Company shall not be obligated to issue any fractional shares of Common Stock. 6. VOTING AND DIVIDEND RIGHTS. During the period in which the restrictions provided herein are applicable to the Restricted Stock, the Grantee shall have the right to vote the shares of Restricted Stock and to receive any cash dividends paid with respect thereto unless and until forfeiture thereof. Any dividend or distribution payable with respect to shares of Restricted Stock that shall be paid or distributed in shares of Common Stock shall be subject to the same restrictions provided for herein, and the shares so paid or distributed shall be deemed Restricted Stock subject to all terms and conditions herein. Any dividend or distribution (other than cash or Common Stock) payable or distributable on shares of Restricted Stock, unless otherwise determined by the Committee, shall be subject to the terms and conditions of this Agreement to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to such dividend or distribution as the Committee may provide in its absolute discretion. 2 7. ADJUSTMENTS. As provided in Section 15 of the Plan, certain adjustments may be made to the Restricted Stock upon the occurrence of events or circumstances described in Section 15 of the Plan. Without limiting the generality of the foregoing, and except as otherwise provided in the Plan, in the event of any merger, consolidation, reorganization, recapitalization, reclassification or other capital or corporate structure change of the Company, the securities or other consideration receivable for or in conversion of or exchange for shares of Restricted Stock shall be subject to the terms and conditions of this Agreement to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to the securities or other consideration so receivable as the Committee may provide in its absolute discretion. 8. MANDATORY WITHHOLDING OF TAXES. Grantee acknowledges and agrees that the Company shall deduct from the shares of Common Stock otherwise payable or deliverable an amount of cash and/or number of shares of Common Stock (valued at their Fair Market Value on the applicable date that is equal to the amount of all federal, state and local taxes required to be withheld by the Company upon such exercise, as determined by the Committee. 9. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section 16 of the Plan, the Grantee agrees that the Company will not be obligated to deliver any shares of Common Stock, if counsel to the Company determines that such exercise, or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance or delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement. 10. NOTICE. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be (a) delivered personally to the following address: Carrizo Oil & Gas, Inc. 1000 Louisiana Street , Suite 1500 Houston, Texas 77002 or (b) sent by first class mail, postage prepaid and addressed as follows: Carrizo Oil & Gas, Inc. 1000 Louisiana Street , Suite 1500 Houston, Texas 77002 Attention: Payroll/Benefits Manager Any notice or other communication to the Grantee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Grantee's address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address. 3 11. AMENDMENT. Notwithstanding any other provisions hereof, this Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 6 of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee, (a) this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required _______ _______ approval of the Company's stockholders and, provided, in each case, that such changes or corrections ________ shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee's consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to Section 6 of the Plan and any required approval of the Company's stockholders, the Award evidenced by this Agreement may be canceled by the Committee and a new Award made in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made and no such action shall adversely affect the Restricted Stock to the extent then vested without the Grantee's consent. 12. GRANTEE EMPLOYMENT. Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, shall confer or be construed to confer on the Grantee any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any employing Subsidiary to terminate the Grantee's employment at any time, with or without cause; subject, however, to the provisions of any employment agreement between the Grantee and the Company or any Subsidiary. 13. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas. 14. CONSTRUCTION. References in this Agreement to "this Agreement" and the words "herein," "hereof," "hereunder" and similar terms include all Exhibits and Schedules appended hereto, including the Plan. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and shall be governed by and construed in accordance with the Plan and the administrative interpretations adopted by the Committee thereunder. All decisions of the Committee upon questions regarding the Plan or this Agreement shall be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall control. The headings of the paragraphs of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 4 15. DUPLICATE ORIGINALS. The Company and the Grantee may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement. 16. RULES BY COMMITTEE. The rights of the Grantee and obligations of the Company hereunder shall be subject to such reasonable rules and regulations as the Committee may adopt from time to time hereafter. 17. ENTIRE AGREEMENT. Subject to the provisions of any applicable written employment agreement between the Grantee and the Company or any Subsidiary, Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Restricted Stock and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the Restricted Stock. 18. GRANTEE ACCEPTANCE. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. ATTEST: Carrizo Oil & Gas, Inc. By: - ------------------------------ ------------------------------ Secretary Name: S.P. Johnson Title: President ACCEPTED: --------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----