INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
INCENTIVE
PLAN
OF
CARRIZO
OIL & GAS, INC.
THIS
AGREEMENT ("Agreement") is made as of the ___of _____, ___ (the "Grant Date"),
by and between Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"),
and ________ (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
______, 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., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000.
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.
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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
thirty
months from the
Grant Date on
July 23, 2008;
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.
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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 cash or shares
of
Common Stock otherwise payable or deliverable hereunder or require payment
by
Grantee of 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 payment or delivery, 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 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.
0000
Xxxxxxxxx Xxxxxx , Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
or
(b)
sent by first class mail, postage prepaid and addressed as follows:
Carrizo
Oil & Gas, Inc.
0000
Xxxxxxxxx Xxxxxx , Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
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.
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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.
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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:
X.X. Xxxxxxx
Title:
President
ACCEPTED:
______________
Employee
Employee
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