Exhibit 10.2
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the ____ day of ______,
2005 (the "Grant Date"), by and between Carrizo Oil & Gas, Inc., a Texas
corporation (the "Company"), and [DIRECTOR] (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 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. 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
_______, 2005, 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., 1000
Louisiana Street, Suite 1500, Houston, Texas 77002.
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 may not
otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall
not be subject to execution, attachment or similar process. Upon any attempt to
effect any such disposition, or upon the levy of any such process, the award
provided for herein shall immediately become null and void, and the shares of
Restricted Stock shall be immediately forfeited to the Company.
3. RESTRICTIONS. Subject to the provisions of paragraph 4 hereof, the
restrictions on the shares of Restricted Stock shall lapse and such shares shall
vest in the Grantee in three installments at the rate of thirty-three and
one-third percent (33 1/3%) of the shares of Restricted Stock awarded hereunder
(rounded up to the nearest whole number) on each of the first, second and third
anniversary dates of the Grant Date; provided that the Grantee has been in the
continuous service of the Company as a Nonemployee Director through the
applicable date. Notwithstanding the foregoing, upon a Change of Control, the
restrictions on all shares of Restricted Stock shall immediately lapse and such
shares shall vest in the Grantee. Shares as to which restrictions shall have
lapsed shall no longer be deemed Restricted Stock, and the Company shall deliver
to the Grantee certificates representing such shares as described in paragraph 5
below.
4. TERMINATION OF SERVICE; FORFEITURE.
(a) 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 shares of Restricted Stock shall immediately lapse and such
shares shall vest in the Grantee or, as applicable, the Grantee's legal
representative, beneficiary or heir.
(b) 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 shares of
Restricted Stock as to which the restrictions thereon have not previously lapsed
shall be immediately forfeited to the Company.
5. DISTRIBUTION FOLLOWING TERMINATION OF RESTRICTIONS. Upon the
vesting and expiration of the restrictions as to any portion of the Restricted
Stock, the Company will cause a new certificate evidencing such number of shares
of Common Stock to be delivered to the Grantee, or in the case of his death to
his legal representative, beneficiary or heir, free of the legend regarding
transferability; provided that the Company shall not be obligated to issue any
fractional shares of Common Stock.
6. DESIGNATION OF BENEFICIARY. The Grantee may designate a beneficiary
or beneficiaries to whom the shares of Restricted Stock shall pass upon
Grantee's death and may change such designation from time to time by filing a
written designation of beneficiary or beneficiaries with the Committee on the
form annexed hereto as Exhibit A or such other form as may be prescribed by the
Committee, provided that no such designation shall be effective unless so filed
prior to the death of Grantee. If no such designation is made or if the
designated beneficiary does not survive the Grantee's death, the shares of
Restricted Stock shall pass by will or the laws of descent and distribution.
Following Grantee's death, the person to the Restricted
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Stock passes according to the foregoing shall be deemed the Grantee for purposes
of any applicable provisions of this Agreement.
7. VOTING AND DIVIDEND RIGHTS. During the period in which the
restrictions provided herein are applicable to the Restricted Stock, the Grantee
shall have the right to vote the shares of Restricted Stock and to receive any
cash dividends paid with respect thereto unless and until forfeiture thereof.
Any dividend or distribution payable with respect to shares of Restricted Stock
that shall be paid or distributed in shares of Common Stock shall be subject to
the same restrictions provided for herein, and the shares so paid or distributed
shall be deemed Restricted Stock subject to all terms and conditions herein. Any
dividend or distribution (other than cash or Common Stock) payable or
distributable on shares of Restricted Stock, unless otherwise determined by the
Committee, shall be subject to the terms and conditions of this Agreement to the
same extent and in the same manner as the Restricted Stock is subject; provided
that the Committee may make such modifications and additions to the terms and
conditions (including restrictions on transfer and the conditions to the timing
and degree of lapse of such restrictions) that shall become applicable to such
dividend or distribution as the Committee may provide in its absolute
discretion.
8. ADJUSTMENTS. As provided in Section 15 of the Plan, certain
adjustments may be made to the Restricted Stock upon the occurrence of events or
circumstances described in Section 15 of the Plan. Without limiting the
generality of the foregoing, and except as otherwise provided in the Plan or
this Agreement, in the event of any merger, consolidation, reorganization,
recapitalization, reclassification or other capital or corporate structure
change of the Company, the securities or other consideration receivable for or
in conversion of or exchange for shares of Restricted Stock shall be subject to
the terms and conditions of this Agreement to the same extent and in the same
manner as the Restricted Stock is subject; provided that the Committee may make
such modifications and additions to the terms and conditions (including
restrictions on transfer and the conditions to the timing and degree of lapse of
such restrictions) that shall become applicable to the securities or other
consideration so receivable as the Committee may provide in its absolute
discretion.
9. 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.
10. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of
Section 16 of the Plan, the Grantee agrees that the Company will not be
obligated to deliver any shares of Common Stock, if counsel to the Company
determines that such exercise, or delivery would violate any applicable law or
any rule or regulation of any governmental authority or any rule or regulation
of, or agreement of the Company with, any securities exchange or association
upon which the Common Stock is listed or quoted. The Company shall in no event
be obligated to take any affirmative action in order to cause the issuance or
delivery of shares of Common Stock to comply with any such law, rule, regulation
or agreement.
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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 Street , Suite 1500
Houston, Texas 77002
or (b) sent by first class mail, postage prepaid and addressed as follows:
Carrizo Oil & Gas, Inc.
1000 Louisiana Street , 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,
(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.
13. 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.
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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. 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:
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Secretary Name: S.P. Johnson
Title: President
ACCEPTED:
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Exhibit A to Director Restricted Stock
Award Agreement dated as of ______, 2005
INCENTIVE PLAN OF CARRIZO OIL & Gas, Inc.
Designation of Beneficiary
I, ________________________________________________ (the "Grantee"), hereby
declare that upon my death ________________________________________________ (the
Name
"Beneficiary") of ______________________________________________________________
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled
Relationship to Grantee
to the Restricted Stock 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