Exhibit 10.3
INCENTIVE PLAN
OF
CARRIZO OIL & GAS, INC.
EMPLOYEE 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 [EMPLOYEE] (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
________, 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 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.
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.
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.
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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:
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.
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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.
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.
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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 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.
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:
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Secretary Name: S.P. Johnson
Title: President
ACCEPTED:
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