INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. INDEPENDENT CONTRACTOR RESTRICTED STOCK AWARD AGREEMENT
INCENTIVE
PLAN
OF
CARRIZO
OIL & GAS, INC.
THIS
AGREEMENT (this “Agreement”) is made as of the ____ day of _________, 2006 (the
“Grant Date”), by and between Carrizo Oil & Gas, Inc., a Texas corporation
(the “Company”), and ______________ (the “Grantee”), a consultant of the
Company.
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 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
________,
2006,
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
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 and its Subsidiaries through
the
applicable date (subject to the provisions of any applicable written consulting
agreement between the Grantee and 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 Service.
(a) Upon
termination
of the
Grantee’s service with the Company or any subsidiary of the Company (or the
successor of any such company) as a result of (i) the death of the Grantee
or
(ii) the disability 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. Whether the
Grantee’s service terminates due to “disability” for purposes of this Agreement
will be determined by the Committee in its discretion.
(b) Upon
termination of the Grantee’s service with the Company or any subsidiary of the
Company (or the successor of any such company) by the Company or any such
subsidiary without Cause (as defined below), the restrictions on all shares
of
Restricted Stock shall immediately lapse and such shares shall vest in the
Grantee.
(c) Upon
termination of the Grantee’s service with the Company or any subsidiary of the
Company (or the successor of any such company) for any reason other than
as
described in subsections (a) and (b) above, all shares of Restricted Stock
as to
which the restrictions thereon have not previously lapsed shall be immediately
forfeited to the Company.
“Cause”
for purposes of the Agreement shall mean a breach by the Grantee of any written
consulting agreement between the Grantee and the Company or a Subsidiary
in
effect at the time of the Grantee’s termination of service or, in the absence of
any such consulting agreement, any of the following: (a) conviction of the
Grantee by a court of competent jurisdiction of any felony or a crime involving
moral turpitude; (b) the Grantee’s knowing failure or refusal to follow
reasonable instructions of the Board or reasonable policies, standards and
regulations of the Company or its Subsidiaries; (c) the Grantee continuously
conducting himself
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in
an
unprofessional, unethical, immoral or fraudulent manner; or (d) the Grantee’s
conduct discredits the Company or a Subsidiary or is detrimental to the
reputation, character and standing of the Company or a 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, 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.
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.
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9 Mandatory
Withholding of Taxes. Grantee
acknowledges and agrees that the Company may, if required by applicable law,
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:
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.
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
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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
Engagement.
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 or any of its Subsidiaries or
interfere in any way with the right of the Company or any contracting Subsidiary
to terminate the Grantee’s service at any time for any reason; subject,
however,
to the
provisions of any written consulting agreement between the Grantee and
the
Company or any Subsidiary.
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.
Subject
to the provisions of any applicable written consulting 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.
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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.
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Carrizo
Oil & Gas, Inc.
By:/
s/X.X. Xxxxxxx XX
Name:
X.X. Xxxxxxx XX
Title:
President
ACCEPTED:
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Exhibit
A
to Independent Contractor
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 _______________________________
|
Name
|
(the “Beneficiary”) of _____________________________________________________________________________, who is my ___________________
Street
Address City
State
Zip
Code
_________________________________________________,
shall be entitled to the Restricted
Stock and all other rights accorded the Grantee by the above-
Relationship
to Grantee
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
|
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