Exhibit 10.43
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the day of month, year (the
"Grant Date"), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the
"Company"), and employee name (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 options 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 OPTION. Subject to the terms and conditions herein, the Company
grants to the Grantee during the period commencing on date and expiring at 5
p.m. Houston, Texas time ("Close of Business") on date (the "Option Term"),
subject to earlier termination pursuant to paragraph 6 below, an option to
purchase from the Company, at the price per share set forth on Schedule 1 hereto
(the "Option Price"), the number of shares of Company Common Stock ("Common
Stock") set forth on said Schedule 1 (the "Option Shares"). The Option Price and
Option Shares are subject to adjustment pursuant to paragraph 9 below. This
option is a "Nonqualified Stock Option" and is hereinafter referred to as the
"Option."
2. CONDITIONS OF EXERCISE. The Option is exercisable only in accordance
with the conditions stated in this paragraph.
(a) Except as otherwise provided in this subparagraph (a), the Option
may only be exercised to the extent the Option Shares have become available
for purchase in accordance with the following schedule:
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Percentage of Option
Date Shares Available for Purchase
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Date 33.3%
Date 33.3%
Date 33.3%
Notwithstanding the foregoing, subject to the provisions of any applicable
written employment agreement between the Grantee and the Company or any
Subsidiary, no additional Option Shares shall become available for purchase
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 Option becomes exercisable, such Option 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 Option Term or earlier
termination thereof.
3. MANNER OF EXERCISE. The Option shall be considered exercised (as to the
number of Option 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
Option Shares to be purchased;
(b) If the Option is to be exercised, payment of the Option Price for
each Option Share to be purchased in cash, Common Stock or in such other
form (or combination of forms) of payment contemplated by Section 11 of the
Plan as the Committee or the provisions of Section 11 of the Plan may
permit; provided, however, that any shares of Common Stock delivered in
payment of the Option Price that are or were the subject of an Employee
Award or Independent Contractor Award must be shares that the Grantee has
owned for a period of at least six months prior to the date of exercise;
and
(c) Any other documentation that the Committee may reasonably require.
4. MANDATORY WITHHOLDING FOR TAXES. Grantee acknowledges and agrees that
the Company shall deduct from the cash and/or shares of Common Stock otherwise
payable or deliverable upon exercise of the Option an amount of cash and/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
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federal, state and local taxes required to be withheld by the Company upon such
exercise, as determined by the Committee.
5. DELIVERY 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 4, the Company shall deliver to the Grantee certificates issued in
Grantee's name for the number of Option Shares purchased by exercise of the
Option. If delivery is by mail, delivery of shares of Common Stock shall be
deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited the certificates in the United States mail, addressed to
the Grantee, and any cash payment shall be deemed effected when a Company check,
payable to Grantee and in an amount equal to the amount of the cash payment,
shall have been deposited in the United States mail, addressed to the Grantee.
6. TERMINATION OF EMPLOYMENT. Unless otherwise determined by the Committee
in its sole discretion, the Option shall terminate, prior to the expiration of
the Option Term, at the time specified below:
(a) If Grantee terminates employment with the Company and its
Subsidiaries voluntarily without Good Reason (as defined below), then the
Option 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 below),
then the Option shall terminate immediately upon termination of Grantee's
employment.
In any event in which the Option remains exercisable for a period of
time following the date of termination of Grantee's employment, the Option 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 6 or any other provision of this paragraph that may
be construed to the contrary, the Option shall in any event terminate upon the
expiration of the Option Term.
"Cause" for purposes of the Agreement shall mean cause as defined in
any written employment agreement between the Grantee and the Company or a
Subsidiary in effect at the time of the Grantee's termination of employment or,
in the absence of any such employment agreement, any of the following: (a)
conviction of the Grantee by a court of competent jurisdiction of any felony or
a crime involving moral turpitude; (b) the Grantee's knowing failure or refusal
to follow reasonable instructions of the Board or reasonable policies, standards
and regulations of the Company or its Subsidiaries; (c) the Grantee's continued
failure or refusal to faithfully and diligently perform the usual, customary
duties of his employment with the Company or a Subsidiary; (d) the Grantee
continuously conducting himself in an unprofessional, unethical, immoral or
fraudulent manner; or (e) the Grantee's conduct discredits the Company or a
Subsidiary or is detrimental to the reputation, character and standing of the
Company or a Subsidiary.
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"Good Reason" for purposes of the Agreement shall mean good reason as
defined in any written employment agreement between the Grantee and the Company
or a Subsidiary in effect at the time of the Grantee's termination of employment
or, in the absence of any such employment agreement, shall be deemed to have
occurred upon the happening of any of the following:
(i) any reduction in Grantee's annual rate of salary;
(ii) either (x) a failure of the Company to continue in effect any
employee benefit plan in which Grantee was participating or (y) the taking
of any action by the Company that would adversely affect Grantee's
participation in, or materially reduce Grantee's benefits under, any such
employee benefit plan, unless such failure or such taking of any action
adversely affects the senior members of the corporate management of the
Company generally;
(iii) the assignment to Grantee of duties and responsibilities that
are materially more oppressive or onerous than those attendant to Grantee's
position immediately after the date hereof;
(iv) the relocation of the office location as assigned to Grantee by
the Company to a location more than 20 miles from Grantee's current
location without Grantee's consent; or
(v) the failure of the Company to obtain, prior to the time of any
reorganization, merger, consolidation, disposition of all or substantially
all of the assets of the Company or similar transaction effective after the
date hereof, in which the Company is not the surviving person, the
unconditional assumption in writing or by operation of law of the Company's
obligations to Grantee under this Agreement by each direct successor to the
Company in any such transaction.
7. NONTRANSFERABILITY OF OPTION. During Grantee's lifetime, the Option is
not transferable (voluntarily or involuntarily) other than pursuant to a
domestic relations order and, except as otherwise required pursuant to a
domestic relations order, is exercisable only by the Grantee or Grantee's court
appointed legal representative. The Grantee may designate a beneficiary or
beneficiaries to whom the Option 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 B 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 Option shall pass by will or the laws of
descent and distribution. Following Grantee's death, the Option, if otherwise
exercisable, may be exercised by the person to whom such option passes according
to the foregoing and such person shall be deemed the Grantee for purposes of any
applicable provisions of this Agreement.
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8. 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 until
such shares shall have been issued to Grantee by the Company. 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.
9. ADJUSTMENTS. As provided in Section 15 of the Plan, certain adjustments
may be made to the Option upon the occurrence of events or circumstances
described in Section 15 of the Plan.
10. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section
16 of the Plan, the Grantee agrees that Grantee will not exercise the Option and
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 exercise of the Option or the resulting 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.
1000 Louisiana St., Suite 1500
Houston, Texas 77002
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
1000 Louisiana St, Suite 1500
Houston, Texas 77002
Attention: Payroll/Benefits Manager
Any notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
12. AMENDMENT. Notwithstanding any other provisions hereof, this Agreement
may be supplemented or amended from time to time as approved by the Committee as
contemplated by Section 6 of the Plan. Without limiting the generality of the
foregoing, without the consent of the Grantee,
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(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 Option 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 any
employment agreement between the Grantee and the Company or any Subsidiary.
14. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Texas.
15. CONSTRUCTION. References in this Agreement to "this Agreement" and the
words "herein," "hereof," "hereunder" and similar terms include all Exhibits and
Schedules appended hereto, including the Plan. This Agreement is entered into,
and the Award evidenced hereby is granted, pursuant to the Plan and shall be
governed by and construed in accordance with the Plan and the administrative
interpretations adopted by the Committee thereunder. All decisions of the
Committee upon questions regarding the Plan or this Agreement shall be
conclusive. Unless otherwise expressly stated herein, in the event of any
inconsistency between the terms of the Plan and this Agreement, the terms of the
Plan shall control. The headings of the paragraphs of this Agreement have been
included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
16. DUPLICATE ORIGINALS. The Company and the Grantee may sign any number of
copies of this Agreement. Each signed copy shall be an original, but all of them
together represent the same agreement.
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17. RULES BY COMMITTEE. The rights of the Grantee and obligations of the
Company hereunder shall be subject to such reasonable rules and regulations as
the Committee may adopt from time to time hereafter.
18. ENTIRE AGREEMENT. Subject to the provisions of any applicable written
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 Option and
replaces and makes null and void any prior agreements, oral or written, between
Grantee and the Company regarding the Option.
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:
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Secretary Name: S.P. Johnson
Title: President
ACCEPTED:
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Schedule 1 to Non-Qualified Stock Option
Agreement dated as of date
INCENTIVE PLAN OF CARRIZO OIL & GAS, INC.
Grantee: Employee Name
Grant Date: Date
Option Price: $ 0.00 per share
Option Shares: 0,000 shares of Common Stock, $ 0.00 par value per share.
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Exhibit B to Non-Qualified Stock Option
Agreement dated as of date
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
Option 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.
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Date Grantee
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