INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.1
INCENTIVE
PLAN
OF
CARRIZO
OIL & GAS, INC.
THIS
AGREEMENT ("Agreement") is made as of the _____ day of ________, 200__ (the
"Grant Date"), by and between Carrizo Oil & Gas, Inc., a Texas corporation
(the "Company"), and _________ (the “Grantee”).
The
Company has adopted the Incentive Plan of Carrizo Oil & Gas, Inc. (the
"Plan"), a copy of which is appended to this Agreement as Exhibit A and by
this reference made a part hereof, for the benefit of eligible employees,
directors and independent contractors of the Company and its Subsidiaries.
Capitalized terms used and not otherwise defined herein shall have the meaning
ascribed thereto in the Plan.
Pursuant
to the Plan, the Committee, which has generally been assigned responsibility
for
administering the Plan, has determined that it would be in the interest of
the
Company and its stockholders to grant the restricted stock provided herein
in
order to provide Grantee with additional remuneration for services rendered,
to
encourage Grantee to remain in the employ of the Company or its Subsidiaries
and
to increase Grantee's personal interest in the continued success and progress
of
the Company.
The
Company and Grantee therefore agree as follows:
1. Grant
of Restricted Stock.
Subject
to the terms and conditions herein, effective as of the Grant Date, the Company
grants to the Grantee ______ shares of Common Stock of the Company, par value
$.01 per share (the "Restricted Stock"). The Company will issue to the Grantee
stock certificates evidencing the shares of Restricted Stock, which certificates
will be registered in the name of the Grantee and will bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to
the
Restricted Stock, substantially in the following form:
The
transferability of this certificate and the shares of Common Stock represented
hereby are subject to the terms, conditions and restrictions (including
forfeiture) contained in the Restricted Stock Award Agreement, effective
as of
________, ____, 200__, 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., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇.
The
certificates evidencing the shares of Restricted Stock shall be held in custody
by the Company or, if specified by
the
Committee, by a third party custodian or trustee, until the restrictions
on such
shares shall have lapsed, and, as a condition of this award of Restricted
Stock,
the Company may require that the Grantee deliver a stock power, duly endorsed
in
blank, relating to the shares of Restricted Stock.
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2. Transfer
Restrictions.
Except
as expressly provided herein, the shares of Restricted Stock are not
transferable (voluntarily or involuntarily) other than by will or the laws
of
descent and distribution, and may not otherwise
be assigned, pledged, hypothecated or otherwise disposed of and shall not
be
subject to execution, attachment or similar process. Upon any attempt to
effect
any such disposition, or upon the levy of any such process, the award provided
for herein shall immediately become null and void, and the shares of Restricted
Stock shall be immediately forfeited to the Company.
3. Restrictions.
Subject
to the provisions of paragraph 4 hereof, the restrictions on the shares
of
Restricted Stock shall lapse and such shares shall vest in the Grantee
in three
installments at the rate of thirty-three and one-third percent (33 1/3%)
of the
shares of Restricted Stock awarded hereunder (rounded up to the nearest
whole
number) on each of the first, second and third anniversary dates of the
Grant
Date; provided that the Grantee has been in the continuous employment of
the
Company and its Subsidiaries through the applicable date (subject to the
provisions of any applicable written employment agreement between the Grantee
and the Company or any Subsidiary). A change of employment is continuous
employment within the meaning of this paragraph 3 provided that, after
giving effect to such change, the Grantee continues to be an employee of
the
Company or any Subsidiary. Shares as to which restrictions shall have lapsed
shall no longer be deemed Restricted Stock, and the Company shall deliver
to the
Grantee certificates representing such shares as described in paragraph
5 below.
Notwithstanding
the foregoing, upon a Change in Control while the Grantee remains in continuous
employment, the restrictions on all shares of Restricted Stock shall immediately
lapse and such shares shall vest in the Grantee. Notwithstanding
anything in this Agreement to the contrary, the aggregate present value
of all
parachute payments payable to or for the benefit of the Grantee under this
Agreement shall be limited so that when combined with any other parachute
payments made to the Grantee in connection with a change in control of
the
Company such amounts will not exceed three times the Grantee’s base amount less
one dollar and, to the extent necessary, the acceleration of vesting under
this
Agreement shall be reduced in order that this limitation not be exceeded.
For
purposes of this Section, the terms "parachute payment," "base amount"
and
"present value" shall have the meanings assigned thereto under Section
280G of
the Internal Revenue Code of 1986, as amended (the “Code”). It is the intention
of this Section to avoid excise taxes on the Grantee under Code Section
4999 or
the disallowance of a deduction to the Company pursuant to Code Section
280G.
4. Termination
of Employment; Forfeiture.
Upon
termination of the Grantee's employment with the Company or any subsidiary
of
the Company (or the successor of any such company) for any reason, all
shares of
Restricted Stock as to which the restrictions thereon have not previously
lapsed
shall be immediately forfeited to the Company; subject, however, to the
provisions of any employment agreement between the Grantee and the Company
or
any Subsidiary.
5. Distribution
Following Termination of Restrictions.
Upon
the vesting and expiration of the restrictions as to any portion of the
Restricted Stock, the Company will cause a new certificate evidencing such
number of shares of Common Stock to be delivered to the Grantee, free of
the
legend regarding transferability; provided that the Company shall not be
obligated to issue any fractional shares of Common Stock.
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6. Voting
and
Dividend Rights.
During
the period in which the restrictions provided herein are applicable to
the
Restricted Stock, the Grantee shall have the right to vote the shares of
Restricted Stock and to receive any cash dividends paid with respect thereto
unless and until forfeiture thereof. Any dividend or distribution payable
with
respect to shares of Restricted Stock that shall be paid or distributed
in
shares of Common Stock shall be subject to the same restrictions provided
for
herein, and the shares so paid or distributed shall be deemed Restricted
Stock
subject to all terms and conditions herein. Any dividend or distribution
(other
than cash or Common Stock) payable or distributable on shares of Restricted
Stock, unless otherwise determined by the Committee, shall be subject to
the
terms and conditions of this Agreement to the same extent and in the same
manner
as the Restricted Stock is subject; provided that the Committee
may make such modifications and additions to the terms and conditions (including
restrictions on transfer and the conditions to the timing and degree of
lapse of
such restrictions) that shall become applicable to such dividend or distribution
as the Committee may provide in its absolute
discretion.
7. Adjustments.
As
provided in Section 15 of the Plan, certain adjustments may be made to the
Restricted Stock upon the occurrence of events or circumstances described in
Section 15 of the Plan. Without limiting the generality of the foregoing, and
except
as
otherwise provided in the Plan, in the event of any merger, consolidation,
reorganization, recapitalization, reclassification or other capital or corporate
structure change of the Company, the securities or other consideration
receivable for or in conversion of or exchange for shares of Restricted Stock
shall be subject to the terms and conditions of this Agreement to the same
extent and in the same manner as the Restricted Stock is subject; provided
that
the Committee may make such modifications and additions to the terms and
conditions (including restrictions on transfer and the conditions to the timing
and degree of lapse of such restrictions) that shall become applicable to the
securities or other consideration so receivable as the Committee may provide
in
its absolute discretion.
8. Mandatory
Withholding of Taxes. Grantee
acknowledges and agrees that the Company shall deduct from the shares of Common
Stock otherwise payable or deliverable an amount of cash and/or number of shares
of Common Stock (valued at their Fair Market Value on the applicable date that
is equal to the amount of all federal, state and local taxes required to be
withheld by the Company upon such exercise, as determined by the
Committee.
9. Restrictions
Imposed by Law.
Without
limiting the generality of Section 16 of the Plan, the Grantee agrees that
the Company will not be obligated to deliver any shares of Common Stock, if
counsel to the Company determines that such exercise, or delivery would violate
any applicable law or any rule or regulation of any governmental authority
or
any rule or regulation of, or agreement of the Company with, any securities
exchange or association upon which the Common Stock is listed or quoted. The
Company shall in no event be obligated to take any affirmative action in order
to cause the issuance or delivery of shares of Common Stock to comply with
any
such law, rule, regulation or agreement.
10. Notice.
Unless
the Company notifies the Grantee in writing of a different procedure, any notice
or other communication to the Company with respect to this Agreement shall
be in
writing and shall be (a)
delivered personally to the following address:
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Carrizo
Oil & Gas, Inc.
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or
(b)
sent by
first class mail, postage prepaid and addressed as follows:
Carrizo
Oil & Gas, Inc.
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Attention:
Payroll/Benefits Manager
Any
notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by
first
class mail, postage prepaid, to Grantee's address as listed in the records
of
the Company on the Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
11. Amendment.
Notwithstanding any other provisions hereof, this Agreement may be supplemented
or amended from time to time as approved by the Committee as contemplated
by
Section 6 of the Plan. Without limiting the generality of the foregoing,
without
the consent of the Grantee,
(a) this
Agreement may be amended or supplemented (i) to cure any ambiguity or to
correct
or supplement any provision herein which may be defective or inconsistent
with
any other provision herein, or (ii) to add to the covenants and agreements
of
the Company for the benefit of Grantee or surrender any right or power reserved
to or conferred upon the Company in this Agreement, subject,
however,
to any
required approval of the Company's stockholders and, provided,
in each
case, that such changes or corrections shall not adversely affect the rights
of
Grantee with respect to the Award evidenced hereby without the Grantee’s
consent, or (iii) to make such other changes as the Company, upon advice
of
counsel, determines are necessary or advisable because of the adoption or
promulgation of, or change in or of the interpretation of, any law or
governmental rule or regulation, including any applicable federal or state
securities laws; and
(b) subject
to Section 6 of the Plan and any required approval of the Company's
stockholders, the Award evidenced by this Agreement may be canceled by the
Committee and a new Award made in substitution therefor, provided
that the
Award so substituted shall satisfy all of the requirements of the Plan as
of the
date such new Award is made and no such action shall adversely affect the
Restricted Stock to the extent then vested without the Grantee’s
consent.
12. Grantee
Employment.
Nothing
contained in this Agreement, and no action of the Company or the Committee
with
respect hereto, shall confer or be construed to confer on the Grantee any
right
to continue in the employ of the Company or any of its Subsidiaries or interfere
in any way with the right of the Company or any employing Subsidiary to
terminate the Grantee's employment at any time, with or without cause;
subject,
however,
to the
provisions of any employment agreement between the Grantee and the Company
or
any Subsidiary.
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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.
18. Entire
Agreement.
Subject
to the provisions of any applicable written employment agreement between the
Grantee and the Company or any Subsidiary, Grantee and the Company hereby
declare and represent that no promise or agreement not herein expressed has
been
made and that this Agreement contains the entire agreement between the parties
hereto with respect to the Restricted Stock and replaces and makes null and
void
any prior agreements, oral or written, between Grantee and the Company regarding
the Restricted Stock.
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 Date | Name: ▇. ▇. ▇▇▇▇▇▇▇ Date | |
| Title: President | ||
| ACCEPTED: | ||
| [Grantee] Date | ||
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