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):
June 11, 2013
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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Texas
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000-29187-87
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76-0415919
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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500 Dallas Street
Suite 2300
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (713) 328-1000
Not applicable
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2012
Annual Bonus
On
June 13, 2013
, the Compensation Committee of the Board of Directors of Carrizo Oil & Gas, Inc. (the “Company”) approved the
2012
annual bonuses for Messrs. Johnson, Fisher, Boling, Pitts and Evans in the respective amounts set forth below. The Compensation Committee reviewed bonus information for comparable executive positions at the companies in the Company’s industry peer group provided by the Compensation Committee’s consultant Longnecker & Associates and aimed for bonuses for the Company’s executives to be within a general range of the median for the Company’s industry peer group based on the Compensation Committee’s assessment of how the Company performed relative to its peers. The Compensation Committee also considered the other factors described in the Company’s proxy statement for the
2013
annual meeting of shareholders (the “Proxy Statement”) under “Compensation Discussion and Analysis—The Executive Compensation Process—Compensation Program Design” and “Compensation Discussion and Analysis—Executive Compensation Components—Base Salary” and “Annual Bonus.” The employment agreement of each named executive officer contemplates annual bonus awards in an amount comparable to the annual bonus awards of other named executive officers, taking into account the individual’s position and responsibilities. The Compensation Committee ultimately made a decision regarding the bonuses of the named executive officers in its discretion. On
June 13, 2013
, with respect to
2012
, each of Messrs. Johnson, Fisher, Boling, Pitts and Evans was awarded a bonus equal to
100%
,
90%
,
90%
,
80%
and
70%
, respectively, of their annual base pay as of such date. Each bonus was comprised
75%
of cash and
25%
of short-term performance-based restricted stock units.
Since the
2012
bonus payments had not been determined as of the date of the Proxy Statement, the Summary Compensation Table set forth in the Proxy Statement has been updated to reflect the payment of the
2012
bonuses as set forth below.
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards (1)
($)
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Option Awards (1)
($)
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All Other
Compensation (3)($)
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Total
($)
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S. P. Johnson IV
President and Chief
Executive Office
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2012
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$538,000
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$412,500
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(2)
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$2,385,004
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$535,801
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$15,826
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$3,887,131
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2011
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492,000
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386,000
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(2)
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2,073,038
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640,021
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19,228
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3,610,287
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2010
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448,000
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322,000
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(2)
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163,324
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1,988,882
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28,761
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2,950,967
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J. Bradley Fisher
Vice President and Chief
Operating Officer
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2012
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$392,000
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$270,000
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(2)
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$1,533,626
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$344,281
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$15,516
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$2,555,423
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2011
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352,000
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254,000
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(2)
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1,280,035
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394,924
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31,194
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2,312,153
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2010
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312,000
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202,000
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(2)
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1,021,591
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404,835
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30,640
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1,971,066
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Paul F. Boling
Chief Financial Officer,
Vice President,
Secretary and Treasurer
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2012
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$323,000
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$222,750
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(2)
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$938,819
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$206,351
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$17,164
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$1,708,084
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2011
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293,000
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209,000
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(2)
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888,282
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269,655
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17,537
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1,677,474
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2010
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256,000
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170,000
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(2)
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713,126
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280,892
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18,036
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1,438,054
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David L. Pitts
Vice President and Chief
Accounting Officer
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2012
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$303,000
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$186,000
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(2)
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$732,422
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$160,171
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$16,680
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$1,398,273
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2011
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268,000
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174,000
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(2)
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660,000
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198,480
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17,477
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1,317,957
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Gregory E. Evans
Vice President of
Exploration
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2012
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$303,000
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$162,750
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(2)
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$732,422
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$160,171
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$17,163
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$1,375,506
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2011
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271,000
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174,000
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(2)
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665,737
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200,719
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20,277
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1,331,733
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2010
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240,000
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137,000
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(2)
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481,119
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185,792
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20,048
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1,063,959
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(1)
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Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 10 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012. See “Grants of Plan-Based Awards Table” in our Proxy Statement for information on stock and option awards that we granted in 2012.
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(2)
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The amounts shown for 2012, 2011 and 2010 include cash amounts earned with respect to 2012, 2011 and 2010 but paid in the second quarters of 2013 and 2012 and the third quarter of 2011, respectively.
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(3)
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The amounts shown as “All Other Compensation” for the named executive officers include the following:
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Year
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Mr. Johnson
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Mr. Fisher
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Mr. Boling
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Mr. Pitts
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Mr. Evans
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Matching contributions under the 401(k) Plan
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2012
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$10,563
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$10,729
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$12,500
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$12,500
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$12,500
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2011
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12,250
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12,250
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12,250
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12,250
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12,250
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2010
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21,783
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15,479
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12,813
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—
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12,021
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Other compensation
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2012
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$5,263
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$4,787
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$4,664
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$4,180
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$4,663
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2011
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6,978
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3,980
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5,287
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5,227
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8,027
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2010
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6,978
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4,498
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5,223
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—
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8,027
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Overriding royalties
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2012
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$
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—
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$
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—
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$
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—
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$
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—
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$
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—
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2011
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—
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14,964
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—
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—
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—
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2010
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—
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10,663
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—
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—
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—
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See “Compensation Discussion and Analysis — Perquisites and Other Benefits” in our Proxy Statement for a discussion of "notional" overriding royalties granted to Mr. Fisher.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its annual meeting of shareholders on Tuesday,
June 11, 2013
, at 9:00 a.m., Central Daylight Time, in Houston, Texas. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s annual proxy statement, are as set forth below.
The following nominees for directors were elected to serve one-year terms:
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Nominee
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For
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Withheld
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Broker Non-Votes
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S.P. Johnson IV
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30,016,224
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905,889
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5,020,597
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Steven A. Webster
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23,051,252
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7,870,861
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5,020,597
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Thomas L. Carter, Jr.
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30,053,228
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868,885
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5,020,597
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Robert F. Fulton
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30,498,147
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423,966
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5,020,597
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F. Gardner Parker
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27,069,730
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3,852,383
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5,020,597
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Roger A. Ramsey
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30,214,274
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707,839
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5,020,597
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Frank A. Wojtek
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30,344,766
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577,347
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5,020,597
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The shareholders approved (by a majority of
95.7
%), on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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28,974,171
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1,289,569
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658,372
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5,020,598
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The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:
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For
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Against
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Abstain
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Broker Non-Votes
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35,842,369
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69,515
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30,826
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—
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Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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Exhibit Description
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10.1
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-
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Form of Director Restricted Stock Unit Award Agreement under the Incentive Plan of Carrizo Oil & Gas, Inc.
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10.2
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Form of Employee Restricted Stock Award Agreement (Officer) under the Incentive Plan of Carrizo Oil & Gas, Inc.
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10.3
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-
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Form of Employee Restricted Stock Unit Award Agreement (Officer) under the Incentive Plan of Carrizo Oil & Gas, Inc.
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10.4
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Form of Employee Stock Appreciation Rights Agreement (Officer) under the Incentive Plan of Carrizo Oil & Gas, Inc.
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10.5
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Form of Employee Stock Appreciation Rights Agreement (Officer) pursuant to the Carrizo Oil & Gas, Inc. Cash-Settled Appreciation Rights Plan.
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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.
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CARRIZO OIL & GAS, INC.
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By:
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/s/ Paul F. Boling
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Name:
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Paul F. Boling
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Title:
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Chief Financial Officer, Vice President, Secretary and Treasurer
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Date:
June 17, 2013
Exhibit 10.1
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT (“Agreement”) is effective as of the ____ day of _______, 20___ (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., as amended and restated effective April 30, 2009 (as amended, modified or supplemented from time to time, the “Plan”), 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 units 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 Units
. Subject to the terms and conditions herein, effective as of the Grant Date, the Company hereby awards to the Grantee, pursuant to the Plan, a right to receive ______ shares of Common Stock of the Company, par value $.01 per share, or the cash equivalent thereof (“Restricted Stock Units”).
2.
Transfer Restrictions
. Except as expressly provided herein, the Restricted Stock Units are not transferable (voluntarily or involuntarily) other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), 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 Restricted Stock Units shall be immediately forfeited.
Notwithstanding the foregoing, the Restricted Stock Units are transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members (“Immediate Family Member Trusts”), or (iii) a partnership or partnerships in which such Immediate Family Members have at least ninety‑nine percent (99%) of the equity, profit and loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred Restricted Stock Unit shall be prohibited except by will or the laws of descent and distribution or pursuant to a QDRO, unless such transfers are made to the original Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, the Restricted Stock Units shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term “Grantee” shall be deemed to refer to the transferee.
3.
Restrictions; Payment Date
. Subject to the provisions of paragraph 4 hereof, the restrictions on the Restricted Stock Units shall lapse on [the first anniversary of the Company’s Annual Meeting of Shareholders which most recently preceded the Grant Date] [___________, 20___] (the “Payment Date”).
As soon as practicable but in no event later than thirty (30) days following the occurrence of the Payment Date, the Company shall deliver to the Grantee (i) certificates representing the applicable number shares of Common Stock or cause the applicable number of shares of Common Stock to be evidenced in book entry form in the Grantee’s name in the stock register of the Company maintained by the Company’s transfer agent, (ii) cash equal to the Fair Market Value of the applicable number of shares of Common Stock on such Payment Date, or (iii) any combination of (i) or (ii).
4.
Termination of Service; Forfeiture
. 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 Restricted Stock Units shall immediately lapse and such Restricted Stock Units shall vest in the Grantee or, as applicable, the Grantee’s legal representative, beneficiary or heir.
As soon as practicable but in no event later than thirty (30) days following the death of the Grantee, the Company shall deliver to the Grantee or, as applicable, the Grantee’s legal representative, beneficiary or heir (i) certificates representing the applicable number shares of Common Stock or cause the applicable number of shares of Common Stock to be evidenced in book entry form in the Grantee’s name in the stock register of the Company maintained by the Company’s transfer agent, (ii) cash equal to the Fair Market Value of the applicable number of shares of Common Stock on such Payment Date, or (iii) any combination of (i) or (ii).
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 Restricted Stock Units as to which the restrictions thereon have not previously lapsed shall be immediately forfeited to the Company.
5.
No Ownership Rights Prior to Issuance of Shares of Common Stock; Dividend Equivalents
. Neither the Grantee nor any other person shall become the beneficial owner of the shares of Common Stock underlying the Restricted Stock Units, nor have any rights of a shareholder (including, without limitation, dividend and voting rights) with respect to any such shares of Common Stock, unless and until and after such shares of Common Stock have been delivered to the Grantee as described in the last subparagraph of paragraph 3.
6.
Adjustments
. As provided in Section 15 of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 15 of the Plan.
7.
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.
8.
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.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
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.
9.
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 Units to the extent then vested without the Grantee’s consent.
10.
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.
11.
Governing Law
. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas.
12.
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.
13.
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.
14.
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.
15.
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 Units and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the Restricted Stock Units.
16.
Section 409A
. Payments under this Agreement are designed to be made in a manner that is exempt from Section 409A of the Code as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).
17.
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 S.P. Johnson, IV
President
ACCEPTED:
[Grantee]
Exhibit 10.2
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
(Officer)
THIS AGREEMENT (“Agreement”) is effective as of the _____ day of ______, 20__ (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., as amended and restated effective April 30, 2009 (as amended, modified or supplemented from time to time, the “Plan”), 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 hereby awards to the Grantee, pursuant to the Plan, ____ shares of Common Stock of the Company, par value $.01 per share (the “Restricted Stock”). The Company will (i) register the shares of Restricted Stock in a book entry account in the stock register of the Company maintained by the Company’s transfer agent (the “Account”) in the name of Grantee or (ii) 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., 500 Dallas Street, Suite 2300, Houston, Texas 77002.
Any certificates issued that evidence 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.
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 or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), 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.
Notwithstanding the foregoing, the shares of Restricted Stock are transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members (“Immediate Family Member Trusts”), or (iii) a partnership or partnerships in which such
Immediate Family Members have at least ninety‑nine percent (99%) of the equity, profit and loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred shares of Restricted Stock shall be prohibited except by will or the laws of descent and distribution or pursuant to a QDRO, unless such transfers are made to the original Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, the shares of Restricted Stock shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term “Grantee” shall be deemed to refer to the transferee. The consequences of termination of employment shall continue to be applied with respect to the original Grantee.
3.
Restrictions; Vesting Date
.
[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 Restricted Stock awarded hereunder (rounded up to the nearest whole number) on each of ____________, 20___, ____________, 20___ and ____________, 20___ (each, a “Vesting Date”), provided that the Committee has certified that [
Describe Performance Condition
]
(the “Performance Condition”). If the Committee does not certify that the Performance Condition was achieved, all Restricted Stock awarded under this Agreement shall be forfeited.]
1
[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 on the date (the “Vesting Date”) that the Committee certifies that [
Describe Performance Condition
] (the “Performance Condition”). If the Committee does not certify that the Performance Condition was achieved, all Restricted Stock awarded under this Agreement shall be forfeited.]
2
[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 Restricted Stock awarded hereunder (rounded up to the nearest whole number) on each of ____________, 20___, ____________, 20___ and ____________, 20___ (each, a “Vesting Date”).]
3
[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 with respect to all of such shares awarded hereunder on ____________, 20___ (the “Payment Date”).]
4
Notwithstanding the foregoing, subject to the provisions of the applicable written employment agreement between the Grantee and the Company or any Subsidiary, if any (the “Employment Agreement”), no Restricted Stock shall vest unless the Grantee has been in the continuous employment of the Company and its Subsidiaries through the applicable Vesting Date. 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 (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 the Employment Agreement. [Notwithstanding the provisions of the Employment Agreement, if (a) a Change in Control has not occurred and (b) the Grantee (i) is terminated without Cause (as defined in the Employment Agreement) or (ii) resigns for Good Reason (as defined in the Employment Agreement) prior to the satisfaction of the Performance Condition, then the restrictions on the Restricted Stock Units shall not lapse unless and until the Performance Condition is satisfied].
5
5.
Distribution Following Termination of Restrictions
. As soon as practicable but in no event later than thirty (30) days following the vesting and expiration of the restrictions as to any portion of the Restricted Stock, the Company will cause to be removed from the Account the restrictions or 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. Subject to the forfeiture condition described below, Grantee shall be entitled to receive any cash dividends paid with respect to the Restricted Stock during the Restricted Period, but such dividends shall be held by the Company and paid, without interest, within 10 days following the lapse of the restriction on the underlying shares of Restricted Stock. In the event shares of Restricted Stock are forfeited, cash dividends paid with respect to such shares during the Restricted Period shall also be forfeited. 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.
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.
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, as determined by the Committee. In the event the Company, in its sole discretion, determines that the Grantee’s tax obligations will not be satisfied under the methods otherwise expressly described above, the Grantee, subject to compliance with the Company’s insider trading policies, authorizes the Company or the Company’s Stock Plan Administrator, currently UBS Financial Services Inc., to (i) sell a number of shares of Common Stock issued or outstanding pursuant to the Award, which number of shares of Common Stock the Company determines has at least the market value sufficient to meet the tax withholding obligations, plus additional shares of Common Stock to account for rounding and market fluctuations and (ii) pay such tax withholding to the Company. The shares of Common Stock may be sold as part of a block trade with other Participants such that all Participants receive an av 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.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
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.
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 the Employment Agreement.
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.
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 the Employment 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. To the extent of any conflict between this Agreement and the Employment Agreement, the terms of the Employment Agreement shall control[; provided, however, that the parties acknowledge and agree that to the extent set forth in the last sentence of paragraph 4, the provisions of this Agreement modify and supersede the terms of the Employment Agreement with respect to the consequences to this award of Restricted Stock of a termination of employment without Cause or a resignation for Good Reason prior to a Change in Control].
6
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 S. P. Johnson, IV
President
ACCEPTED:
[Name]
|
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|
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(1)
|
Vesting schedule for grants subject to time and performance-based vesting
|
|
|
|
|
(2)
|
Vesting schedule for grants subject to performance-based vesting only
|
|
|
|
|
(3)
|
Vesting schedule for grants subject to time-based vesting only
|
|
|
|
|
(4)
|
Vesting schedule for grants subject to short-term time-based vesting only
|
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(5)
|
Provision for grants subject to performance-based vesting (or performance and time-based vesting)
|
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(6)
|
Provision for grants subject to performance-based vesting (or performance and time-based vesting)
|
Exhibit 10.3
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT
(Officers)
THIS AGREEMENT (“Agreement”) is effective as of the _____ day of _____, 20__ (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., as amended and restated effective April 30, 2009 (as amended, modified or supplemented from time to time, the “Plan”), 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 units 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 Units
. Subject to the terms and conditions herein, effective as of the Grant Date, the Company hereby awards to the Grantee, pursuant to the Plan, a right to receive __________ shares of Common Stock of the Company, par value $.01 per share, or the cash equivalent thereof (“Restricted Stock Units”).
2.
Transfer Restrictions
. Except as expressly provided herein, the Restricted Stock Units are not transferable (voluntarily or involuntarily) other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), 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 Restricted Stock Units shall be immediately forfeited.
Notwithstanding the foregoing, the Restricted Stock Units are transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members (“Immediate Family Member Trusts”), or (iii) a partnership or partnerships in which such Immediate Family Members have at least ninety‑nine percent (99%) of the equity, profit and loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred Restricted Stock Unit shall be prohibited except by will or the laws of descent and distribution or pursuant to a QDRO, unless such transfers are made to the original Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, the Restricted Stock Units shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term “Grantee” shall be deemed to refer to the transferee. The consequences of termination of employment shall continue to be applied with respect to the original Grantee.
3.
Restrictions; Payment Date
.
[Subject to the provisions of paragraph 4 hereof, the restrictions on the Restricted Stock Units shall lapse in three installments at the rate of thirty-three and one-third percent (33 1/3%) of the Restricted Stock Units awarded hereunder (rounded up to the nearest whole number) on each of ____________, 20___, ____________, 20___ and ____________, 20___ (each, a “Payment Date”), provided that the Committee has certified that [
Describe Performance
Condition
]
(the “Performance Condition”). If the Committee does not certify that the Performance Condition was achieved, all Restricted Stock Units awarded under this Agreement shall be forfeited.]
1
[Subject to the provisions of paragraph 4 hereof, the restrictions on the Restricted Stock Units shall lapse on the date (the “Payment Date”) that the Committee certifies that [
Describe Performance Condition
] (the “Performance Condition”). If the Committee does not certify that the Performance Condition was achieved, all Restricted Stock Units awarded under this Agreement shall be forfeited.]
2
[Subject to the provisions of paragraph 4 hereof, the restrictions on the Restricted Stock Units shall lapse in three installments at the rate of thirty-three and one-third percent (33 1/3%) of the Restricted Stock Units awarded hereunder (rounded up to the nearest whole number) on each of ____________, 20___, ____________, 20___ and ____________, 20___ (each, a “Payment Date”).]
3
[Subject to the provisions of paragraph 4 hereof, the restrictions on the Restricted Stock Units shall lapse with respect to all of the Restricted Stock Units awarded hereunder on ____________, 20___ (the “Payment Date”).]
4
Notwithstanding the foregoing, subject to the provisions of the applicable written employment agreement between the Grantee and the Company or any Subsidiary, if any (the “Employment Agreement”), no Restricted Stock Units shall vest unless the Grantee has been in the continuous employment of the Company and its Subsidiaries through the applicable Payment Date. 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.
As soon as practicable but in no event later than thirty (30) days following the occurrence of a Payment Date, the Company shall deliver to the Grantee (i) certificates representing the applicable number shares of Common Stock or cause the applicable number of shares of Common Stock to be evidenced in book-entry form in the Grantee’s name in the stock register of the Company maintained by the Company’s transfer agent, (ii) cash equal to the Fair Market Value of the applicable number of shares of Common Stock on such Payment Date, or (iii) any combination of (i) or (ii).
4.
Termination of Employment; Forfeiture
. Upon termination of the Grantee’s employment with the Company or any Subsidiary (or the successor of any such company) for any reason, all Restricted Stock Units as to which the restrictions thereon have not previously lapsed shall be immediately forfeited to the Company;
subject
,
however
, to the provisions of the Employment Agreement. [Notwithstanding the provisions of the Employment Agreement, if (a) a Change of Control has not occurred and (b) the Grantee (i) is terminated without Cause (as defined in the Employment Agreement) or (ii) resigns for Good Reason (as defined in the Employment Agreement) prior to the satisfaction of the Performance Condition, then the restrictions on the Restricted Stock Units shall not lapse unless and until the Performance Condition is satisfied].
5
5.
No Ownership Rights Prior to Issuance of Shares of Common Stock; Dividend Equivalents
. Neither the Grantee nor any other person shall become the beneficial owner of the shares of Common Stock underlying the Restricted Stock Units, nor have any rights of a shareholder (including, without limitation, dividend and voting rights) with respect to any such shares of Common Stock, unless and until and after such shares of Common Stock have been delivered to the Grantee as described in the last subparagraph of paragraph 3.
6.
Adjustments
. As provided in Section 15 of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 15 of the Plan.
7.
Mandatory Withholding of
Taxes.
Grantee acknowledges and agrees that the Company shall deduct from the shares of Common Stock or cash 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, as determined by the Committee. In the event the Company, in its sole discretion, determines that the Grantee’s tax obligations will not be satisfied under the methods otherwise expressly described above, the Grantee, subject to compliance with the Company’s insider trading policies, authorizes the Company or the Company’s Stock Plan Administrator, currently UBS Financial Services Inc., to (i) sell a number of shares of Common Stock issued or outstanding pursuant to the Award, which number of shares of Common
Stock the Company determines has at least the market value sufficient to meet the tax withholding obligations, plus additional shares of Common Stock to account for rounding and market fluctuations and (ii) pay such tax withholding to the Company. The shares of Common Stock may be sold as part of a block trade with other Participants such that all Participants receive an average price.
8.
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.
9.
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.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
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.
10.
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 Units to the extent then vested without the Grantee’s consent.
11.
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 the Employment Agreement.
12.
Governing Law
. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas.
13.
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.
14.
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.
15.
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.
16.
Entire Agreement
. Subject to the provisions of the Employment 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 Units and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the Restricted Stock Units. To the extent of any conflict between this Agreement and the Employment Agreement, the terms of the Employment Agreement shall control[; provided, however, that the parties acknowledge and agree that to the extent set forth in the last sentence of paragraph 4, the provisions of this Agreement modify and supersede the terms of the Employment Agreement with respect to the consequences to this award of Restricted Stock Units of a termination of employment without Cause or a resignation for Good Reason prior to a Change of Control].
6
17.
Section 409A
. Payments under this Agreement are designed to be made in a manner that is exempt from Section 409A of the Code as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).
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 S. P. Johnson, IV
President
ACCEPTED:
[Name]
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(1)
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Vesting schedule for grants subject to time and performance-based vesting
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(2)
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Vesting schedule for grants subject to performance-based vesting only
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(3)
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Vesting schedule for grants subject to time-based vesting only
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(4)
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Vesting schedule for grants subject to short-term time-based vesting only
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(5)
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Provision for grants subject to performance-based vesting (or performance and time-based vesting)
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(6)
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Provision for grants subject to performance-based vesting (or performance and time-based vesting)
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Exhibit 10.4
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
EMPLOYEE STOCK APPRECIATION RIGHTS AGREEMENT
(Officer)
THIS AGREEMENT (“Agreement”) is effective as of the ___ day of _____, 20___ (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., as amended and restated effective April 30, 2009 (as amended, modified or supplemented from time to time, the “Plan”), 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 stock appreciation rights 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 SAR
. Subject to the terms and conditions herein, the Company hereby awards to the Grantee, pursuant to the Plan, during the period commencing on ________, 20___ and expiring at 5 p.m. Houston, Texas time (“Close of Business”) on __________, 20___ (the “SAR Term”), subject to earlier termination pursuant to paragraph 5 below, a stock appreciation right with respect to the number of shares of Company Common Stock (“Common Stock”) set forth on Schedule 1 hereto (the “SAR Shares”) with an exercise price set forth on Schedule 1 (the “Exercise Price”). The Exercise Price and SAR Shares are subject to adjustment pursuant to paragraph 8 below. This stock appreciation right is hereinafter referred to as the “SAR.”
2.
Conditions of Exercise
. The SAR is exercisable only in accordance with the conditions stated in this paragraph.
(a) Except as otherwise provided in this subparagraph (a), the SAR may only be exercised to the extent the SAR has become available for exercise in accordance with the following schedule, provided, however, that the SAR shall not be exercisable unless the Committee has certified that [Describe Performance Condition] (the “Performance Condition”). If the Committee does not certify that the Performance Condition was achieved, all SARs awarded under this Agreement shall be forfeited.
Percentage of SAR
Date
Shares Available for Exercise
___________ ____%
___________ ____%
___________ ____%
Notwithstanding the foregoing, subject to the provisions of the applicable written employment agreement between the Grantee and the Company or any Subsidiary, if any (the “Employment Agreement”), the SAR will not be exercisable with respect to any additional SAR Shares if Grantee has not remained in the continuous employment of the Company and its Subsidiaries through the
applicable date. A change of employment is continuous employment within the meaning of this paragraph 2 provided that, after giving effect to such change, the Grantee continues to be an employee of the Company or any Subsidiary.
(b) To the extent the SAR becomes exercisable, the SAR may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the SAR Term or earlier termination thereof.
3.
Manner of Exercise
. The SAR shall be considered exercised (as to the number of SAR Shares specified in the notice referred to in subparagraph (a) below) on the latest of (i) the date of exercise designated in the written notice referred to in subparagraph (a) below, (ii) if the date so designated is not a business day, the first business day following such date or (iii) the earliest business day by which the Company has received all of the following:
(a) Written notice, in such form as the Committee may require, designating, among other things, the date of exercise and the number of SAR Shares with respect to which the SAR is to be exercised; and
(b) Any other documentation that the Committee may reasonably require.
4.
Payment by the Company
. As soon as practicable after receipt of all items referred to in paragraph 3, and subject to the withholding referred to in paragraph 9, the Company shall deliver to the Grantee an amount, in cash or shares of Common Stock or any combination thereof as determined by the Committee in its sole discretion, equal to the product of (i) the number of SAR Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per share of Common Stock on the date of exercise and (B) the Exercise Price.
5.
Termination of Employment
. Unless otherwise determined by the Committee in its sole discretion, the SAR shall terminate, prior to the expiration of the SAR Term, at the time specified below:
(a) If Grantee terminates employment with the Company and its Subsidiaries voluntarily without Good Reason (as defined in the Employment Agreement), then the SAR shall terminate at the Close of Business on the first business day following the expiration of the 90 day period which began on the date of termination of Grantee’s employment; or
(b) If Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for Cause (as defined in the Employment Agreement), then the SAR shall terminate immediately upon termination of Grantee’s employment.
In any event in which the SAR remains exercisable for a period of time following the date of termination of Grantee’s employment, the SAR may be exercised during such period of time only to the extent it is or becomes exercisable as provided in paragraph 2. Notwithstanding any period of time referenced in this paragraph 5 or any other provision of this paragraph that may be construed to the contrary, the SAR shall in any event terminate upon the expiration of the SAR Term.
6.
Nontransferability of SAR
. During Grantee’s lifetime, the SAR is not transferable (voluntarily or involuntarily) other than pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), and, except as otherwise required pursuant to a QDRO, is exercisable only by the Grantee or Grantee’s court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the SAR 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 SAR shall pass by will or the laws of descent and distribution. Following Grantee’s death, the SAR, if otherwise exercisable, may be exercised by the person to whom such SAR passes according to the foregoing and such person shall be deemed the Grantee for purposes of any applicable provisions of this Agreement.
Notwithstanding the foregoing, the SAR is transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members (“Immediate Family Member Trusts”), or (iii) a partnership or partnerships in which such Immediate Family Members have at least ninety‑nine percent (99%) of the equity, profit and loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred SAR shall be prohibited except by will or the laws of descent and distribution or pursuant to a QDRO, unless such transfers are made to the original Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, the SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term “Grantee” shall be deemed to refer to the transferee. The consequences of termination of employment shall continue to be applied with respect to the original Grantee, following which the SAR shall be exercisable by the transferee only to the extent and for the periods specified in the Plan and this Agreement.
7.
No Stockholder Rights
. The Grantee shall not be deemed for any purpose to be, or to have any of the rights of, a stockholder of the Company with respect to any shares of Common Stock as to which this Agreement relates unless and until shares shall have been issued to Grantee by the Company pursuant to paragraph 4. Furthermore, the existence of this Agreement shall not affect in any way the right or power of the Company or its stockholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 15 of the Plan.
8.
Adjustments
. As provided in Section 15 of the Plan, certain adjustments may be made to the SAR upon the occurrence of events or circumstances described in Section 15 of the Plan.
9.
Mandatory Withholding for Taxes
. Grantee acknowledges and agrees that the Company shall deduct from the cash or shares of Common Stock otherwise payable or deliverable upon exercise of the SAR an amount of cash or number of shares of Common Stock (valued at their Fair Market Value on the date of exercise) 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. In the event the Company, in its sole discretion, determines that the Grantee's tax obligations will not be satisfied under the methods otherwise expressly described above, the Grantee authorizes the Company or the Company's Stock Plan Administrator, currently UBS Financial Services Inc., to (i) sell a number of shares of Common Stock issued or outstanding pursuant to the Award, which number of shares of Common Stock the Company determines has at least the market value sufficient to meet the tax withholding obligations, plus additional shares of Common Stock to account for rounding and market fluctuations and (ii) pay such tax withholding to the Company. The shares of Common Stock may be sold as part of a block trade with other Participants such that all Participants receive an average price.
10.
Restrictions Imposed by Law
. Without limiting the generality of Section 16 of the Plan, the Grantee agrees that Grantee will not exercise the SAR and that the Company will not be obligated to deliver any payment or shares of Common Stock, if counsel to the Company determines that such exercise, payment 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 exercise of the SAR or the resulting payment 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.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
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 SAR to the extent then exercisable without the Grantee’s consent.
13.
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 the Employment Agreement.
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 the Employment 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 SAR and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the SAR. To the extent of any conflict between this Agreement and the Employment Agreement, the terms of the Employment Agreement shall control.
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 S. P. Johnson, IV
President
ACCEPTED:
[Name]
Schedule 1 to Stock Appreciation Rights Agreement dated as of _________, 20___
Incentive Plan of Carrizo Oil & Gas, Inc.
Grantee:
[Employee Name]
Grant Date: _______________
Exercise Price: $________ per share
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SAR Shares:
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______ shares of Common Stock.
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E
xhibit A to Stock Appreciation Rights Agreement dated as of _____________
Incentive Plan of Carrizo Oil & Gas, Inc.
Designation of Beneficiary
I, ___________________________________________ (the “Grantee”), hereby declare
that upon my death __________________________________________ (the “Beneficiary”) of
Name
_____________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled to the
Relationship to Grantee
SAR 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
Exhibit 10.5
CARRIZO OIL & GAS, INC.
CASH-SETTLED STOCK APPRECIATION RIGHTS PLAN
EMPLOYEE STOCK APPRECIATION RIGHTS AGREEMENT
(Officer)
THIS AGREEMENT (“Agreement”) is effective as of the _____ day of ______, 20___ (the “Grant Date”), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), and ____________ (the “Grantee”).
The Company has adopted the Carrizo Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights Plan (as amended, modified or supplemented from time to time, the “Plan”), 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 stock appreciation rights 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 SAR
. Subject to the terms and conditions herein, the Company hereby awards to the Grantee, pursuant to the Plan, during the period commencing on __________, 20___ and expiring at 5 p.m. Houston, Texas time (“Close of Business”) on ___________, 20___ (the “SAR Term”), subject to earlier termination pursuant to paragraph 5 below, a stock appreciation right with respect to the number of shares of Company Common Stock (“Common Stock”) set forth on Schedule 1 hereto (the “SAR Shares”) with an exercise price set forth on Schedule 1 (the “Exercise Price”). The Exercise Price and SAR Shares are subject to adjustment pursuant to paragraph 8 below. This stock appreciation right is hereinafter referred to as the “SAR.”
2.
Conditions of Exercise
. The SAR is exercisable only in accordance with the conditions stated in this paragraph.
(a) Except as otherwise provided in this subparagraph (a), the SAR may only be exercised to the extent the SAR has become available for exercise in accordance with the following schedule, provided, however, that the SAR shall not be exercisable unless the Committee has certified that [Describe Performance Condition] (the “Performance Condition”). If the Committee does not certify that the Performance Condition was achieved, all SARs awarded under this Agreement shall be forfeited.
Percentage of SAR
Date
Shares Available for Exercise
___________ _____%
___________ _____%
___________ _____%
Notwithstanding the foregoing, subject to the provisions of the applicable written employment agreement between the Grantee and the Company or any Subsidiary, if any (the “Employment Agreement”), the SAR will not be exercisable with respect to any additional SAR Shares if Grantee has not remained in the continuous employment of the Company and its Subsidiaries through the applicable date. A change of employment is
continuous employment within the meaning of this paragraph 2 provided that, after giving effect to such change, the Grantee continues to be an employee of the Company or any Subsidiary.
(b) To the extent the SAR becomes exercisable, the SAR may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the SAR Term or earlier termination thereof.
3.
Manner of Exercise
. The SAR shall be considered exercised (as to the number of SAR Shares specified in the notice referred to in subparagraph (a) below) on the latest of (i) the date of exercise designated in the written notice referred to in subparagraph (a) below, (ii) if the date so designated is not a business day, the first business day following such date or (iii) the earliest business day by which the Company has received all of the following:
(a) Written notice, in such form as the Committee may require, designating, among other things, the date of exercise and the number of SAR Shares with respect to which the SAR is to be exercised; and
(b) Any other documentation that the Committee may reasonably require.
4.
Payment by the Company
. As soon as practicable after receipt of all items referred to in paragraph 3, and subject to the withholding referred to in paragraph 9, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of SAR Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per share of Common Stock on the date of exercise and (B) the Exercise Price.
5.
Termination of Employment
. Unless otherwise determined by the Committee in its sole discretion, the SAR shall terminate, prior to the expiration of the SAR Term, at the time specified below:
(a) If Grantee terminates employment with the Company and its Subsidiaries voluntarily without Good Reason (as defined in the Employment Agreement), then the SAR shall terminate at the Close of Business on the first business day following the expiration of the 90 day period which began on the date of termination of Grantee’s employment; or
(b) If Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for Cause (as defined in the Employment Agreement), then the SAR shall terminate immediately upon termination of Grantee’s employment.
In any event in which the SAR remains exercisable for a period of time following the date of termination of Grantee’s employment, the SAR may be exercised during such period of time only to the extent it is or becomes exercisable as provided in paragraph 2. Notwithstanding any period of time referenced in this paragraph 5 or any other provision of this paragraph that may be construed to the contrary, the SAR shall in any event terminate upon the expiration of the SAR Term.
6.
Nontransferability of SAR
. During Grantee’s lifetime, the SAR is not transferable (voluntarily or involuntarily) other than pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), and, except as otherwise required pursuant to a QDRO, is exercisable only by the Grantee or Grantee’s court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the SAR 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 SAR shall pass by will or the laws of descent and distribution. Following Grantee’s death, the SAR, if otherwise exercisable, may be exercised by the person to whom such SAR passes according to the foregoing and such person shall be deemed the Grantee for purposes of any applicable provisions of this Agreement.
Notwithstanding the foregoing, the SAR is transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such
Immediate Family Members (“Immediate Family Member Trusts”), or (iii) a partnership or partnerships in which such Immediate Family Members have at least ninety‑nine percent (99%) of the equity, profit and loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred SAR shall be prohibited except by will or the laws of descent and distribution or pursuant to a QDRO, unless such transfers are made to the original Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, the SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term “Grantee” shall be deemed to refer to the transferee. The consequences of termination of employment shall continue to be applied with respect to the original Grantee, following which the SAR shall be exercisable by the transferee only to the extent and for the periods specified in the Plan and this Agreement.
7.
No Stockholder Rights
. The Grantee shall not be deemed for any purpose to be, or to have any of the rights of, a stockholder of the Company with respect to any shares of Common Stock as to which this Agreement relates. Furthermore, the existence of this Agreement shall not affect in any way the right or power of the Company or its stockholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 12 of the Plan.
8.
Adjustments
. As provided in Section 12 of the Plan, certain adjustments may be made to the SAR upon the occurrence of events or circumstances described in Section 12 of the Plan.
9.
Mandatory Withholding for Taxes
. Grantee acknowledges and agrees that the Company shall deduct from the cash otherwise payable or deliverable upon exercise of the SAR an amount of cash 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 13 of the Plan, the Grantee agrees that Grantee will not exercise the SAR and that the Company will not be obligated to deliver any payment, if counsel to the Company determines that such exercise or payment 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 exercise of the SAR or the resulting payment 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.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Human Resources
with a copy to:
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
Attention: Law Department
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 5 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, 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 5 of the Plan, 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 SAR to the extent then exercisable without the Grantee’s consent.
13.
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 the Employment Agreement.
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 the Employment 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 SAR and replaces and makes null and void any prior agreements, oral or written, between Grantee and the Company regarding the SAR. To the extent of any conflict between this Agreement and the Employment Agreement, the terms of the Employment Agreement shall control.
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 S. P. Johnson, IV
President
ACCEPTED:
[Name]
Schedule 1 to Stock Appreciation Rights Agreement dated as of _________, 20___
Carrizo Oil & Gas, Inc.
Cash-Settled Stock Appreciation Rights Plan
Grantee:
[Employee Name]
Grant Date: _________, 20___
Exercise Price: $________ per share
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|
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SAR Shares:
|
______ shares of Common Stock.
|
Exhibit A to Stock Appreciation Rights Agreement dated as of _________, 20___
Carrizo Oil & Gas, Inc.
Cash-Settled Stock Appreciation Rights Plan
Designation of Beneficiary
I, ___________________________________________ (the “Grantee”), hereby declare
that upon my death __________________________________________ (the “Beneficiary”) of
Name
_____________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled to the
Relationship to Grantee
SAR 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