INCENTIVE PLAN OF CARRIZO OIL & GAS, INC.
Fifth Amendment
Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), having
reserved the right under Section 13 of the Incentive Plan of Carrizo Oil & Gas,
Inc. (the "Plan"), to amend the Plan, does hereby amend Section 9 of the Plan,
effective as of May 10, 2005, to read in its entirety as follows:
"9. Director Awards. Each Nonemployee Director of the Company shall be
granted Director Awards in accordance with this paragraph 9 and subject to the
applicable terms, conditions and limitations set forth in this Plan and the
applicable Director Award Agreement. Notwithstanding anything to the contrary
contained herein, Director Awards shall not be made in any year in which a
sufficient number of shares of Common Stock are not available to make such
Awards under this Plan.
(a) Director Options. On the date of a Nonemployee Director's first
appointment or election to the Board of Directors and on or after each Annual
Director Award Date, the Board or the Committee may, in its discretion, grant
such Nonemployee Director one or more Director Options that provides for the
purchase of such number of shares of Common Stock as the Board or the Committee
may determine in its discretion, subject to the limitation that such Awards may
not exceed the number of shares of Common Stock then available for award under
this Plan.
Each Director Option shall, unless otherwise provided in the specific Award
granted, have a term of ten years from the date of grant, notwithstanding any
earlier termination of the status of the holder as a Nonemployee Director. The
purchase price of each share of Common Stock subject to a Director Option shall
be equal to the Fair Market Value of the Common Stock on the date of grant. Upon
a Change in Control, all Director Options shall immediately vest. All Director
Options held by a Nonemployee Director shall vest upon such Director's death.
All unvested Director Options shall be forfeited if the Nonemployee Director
resigns as a Director without the consent of a majority of the other Directors.
Any Award of Director Options shall be embodied in a Director Award
Agreement, which shall contain the terms, conditions and limitations of the
Award, including without limitation those set forth above, and shall be signed
by the Participant to whom the Director Options are granted and by an Authorized
Officer for and on behalf of the Company. Without limiting the generality of any
other provision hereof, Director Options in addition to those provided for in
the first paragraph of this subsection may be granted by the Board or the
Committee to a Nonemployee Director who serves as chairman or a member of the
Audit, Compensation or Nominating committees of the Board; provided that each
such non-chairman member of any such committee to whom a Director Option is to
be granted is deemed by the Committee to be "independent" for purposes of the
rules of The Nasdaq Stock Market, Inc.
(b) Director Restricted Stock. On the date of a Nonemployee Director's
first appointment or election to the Board of Directors and on or after each
Annual Director Award Date, the Board or the Committee may, in its discretion,
grant such Nonemployee Director one or more Awards of Restricted Stock for such
number of shares of Restricted Stock as the Board or the Committee may determine
in its discretion, subject to the limitation that such Awards may not exceed the
number of shares of Common Stock then available for award under this Plan.
Upon a Change in Control, all shares of Director Restricted Stock shall
immediately vest. All unvested Restricted Stock held by a Nonemployee Director
shall vest upon such Director's death. All unvested shares of Director
Restricted Stock shall be forfeited if the Nonemployee Director resigns as a
Director without the consent of a majority of the other Directors.
Any Award of Director Restricted Stock shall be embodied in a Director
Award Agreement, which shall contain the terms, conditions and limitations of
the Award, including without limitation those set forth above, and shall be
signed by the Participant to whom the Director Restricted Stock is granted and
by an Authorized Officer for and on behalf of the Company. Without limiting the
generality of any other provision hereof, Awards of Restricted Stock in addition
to those provided for in the first paragraph of this subsection may be granted
by the Board or the Committee to a Nonemployee Director who serves as chairman
or a member of the Audit, Compensation or Nominating committees of the Board;
provided that each such non-chairman member of any such committee to whom an
Award of Restricted Stock is to be granted is deemed by the Committee to be
"independent" for purposes of the rules of The Nasdaq Stock Market, Inc."
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The Company also does hereby amend and restate the definition of "Director
Restricted Stock" in Section 3 of the Plan, effective as of May 10, 2005, to
read in its entirety as follows:
""Director Restricted Stock" means Restricted Stock granted to Nonemployee
Directors pursuant to Section 9 hereof."
The Company also does hereby amend and restate Section 19 of the Plan,
effective as of May 10, 2005, to read in its entirety as follows:
"19. Effectiveness. The Plan was amended and restated effective February
17, 2000 and subsequently amended by a First Amendment effective May 22, 2002, a
Second Amendment effective February 18, 2003, a Third Amendment effective May
23, 2003, a Fourth Amendment effective May 21, 2004 and a Fifth Amendment
effective May 10, 2005."
IN WITNESS WHEREOF, this Amendment has been executed effective as of May
10, 2005.
CARRIZO OIL & GAS, INC.
By: /s/ Paul F. Boling
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Name: Paul F. Boling
Title: Vice President,
Chief Financial Officer,
Secretary and Treasurer