EXHIBIT 99.7
AMENDMENT TO EMPLOYMENT AGREEMENT
Carrizo Oil & Gas, Inc., a Texas corporation ("Company"), and
_________________ ("Executive") have previously entered into an Employment
Agreement dated as of June 6, 1997 ("Employment Agreement"), and by this
agreement hereby amend the Employment Agreement effective as of February ___,
2002 as follows:
Nothing in the Shareholders Agreement dated February ___, 2002
among X.X. Xxxxxxx XX, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx, Xx.,
Xxxxxxx X.X. Xxxxxxxx, Xxxxxx Ventures, L.P. ("Mellon") and certain other
shareholders (the "Shareholders Agreement") or in the transactions contemplated
by the Securities Purchase Agreement dated February ___, 2002 among Xxxxxx X.
Xxxxxxx, Xxxxxx and certain other investors (including the addition of any new
parties thereto), shall constitute a "Change of Control" within the meaning of
Section 9 of the Employment Agreement. Without limiting the generality of the
foregoing, no "Change of Control" shall result from the attribution of
beneficial ownership directly or indirectly through the Shareholders Agreement
such that a shareholder is deemed to beneficially own 40% or more of the shares
of the Company's common stock then outstanding (a "40% Holder"), unless such
shareholder would be deemed to be a 40% Holder in the absence of the
Shareholders Agreement.
In witness whereof, the parties have caused these presents to
be executed this ____ day of February, 2002, effective as of the day and year
first above written.
CARRIZO OIL & GAS, INC.
By:
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Name: Xxxxx X. Xxxxxx
Title: Vice President, Chief Financial Officer
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[Executive]
