Unassociated Document


    
      AMENDMENT
        TO EMPLOYMENT AGREEMENT

      


      This
        AMENDMENT (the "Amendment") by and between Carrizo Oil & Gas, Inc., a
        Texas corporation (the "Company"), and J. Bradley Fisher (the "Executive"),
        effective as of January 23, 2006, is an amendment to that certain Employment
        Agreement by and between the Company and the Executive dated as of April
        15,
        1998 (the "Employment Agreement").

      


      RECITALS

      


      The
        Company and the Executive have previously entered into the Employment Agreement
        to provide for terms and conditions of the Executive's employment by the
        Company; and

      


      The
        Company has agreed to grant to the Executive an award of restricted stock
        in
        exchange for the Executive's agreement to amend the Employment Agreement.
        

      


      NOW,
        THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      


      1. Section
        3(c)(i) of the Employment Agreement is amended to read hereafter as
        follows:

      


      "(i) the
        assignment to the Executive of any duties materially inconsistent in any
        respect
        with the Executive's position (including status, offices, titles and reporting
        requirements), authority, duties or responsibilities as contemplated by
        Section 2 of this Agreement, or any other action by the Company which
        results in a material diminution, in absolute terms, in such position,
        authority, duties or responsibilities, excluding for this purpose an isolated,
        insubstantial and inadvertent action not taken in bad faith and which is
        remedied by the Company promptly after receipt of notice thereof given by
        the
        Executive;"

      


      2. Section
        3(c) of the Employment Agreement is hereby amended by adding the following
        to
        the end thereof:

      


      "Notwithstanding
        any provision to the contrary, in order for any event(s) in subparagraph
        (i)
        through (v) above to constitute "Good Reason" for purposes of this Agreement,
        (A) the Executive must notify the Company via Notice of Termination within
        180
        days following the occurrence of the event(s) that the Executive intends
        to
        terminate his employment with the Company because of the occurrence of Good
        Reason (which event must be described by the Executive in reasonable detail
        in
        the Notice of Termination) and (B) within 60 days after receiving such Notice
        of
        Termination from the Executive, the Company must fail to reinstate the Executive
        to the position he was in, or otherwise cure the circumstances giving rise
        to
        Good Reason."

      


      
        
           

        

        
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      3. Section
        3(d) of the Employment Agreement is amended to read hereafter as
        follows:

      


      "(d) Notice
        of Termination.
        Any termination by the Company for Cause, or by the Executive for Good Reason
        or
        without any reason during a Window Period, shall be communicated by Notice
        of
        Termination to the other party hereto given in accordance with Section 12(d)
        of
        this Agreement. The failure by the Company to set forth in the Notice of
        Termination any fact or circumstance which contributes to a showing of Cause
        shall not waive any right of the Company hereunder or preclude the Company
        from
        asserting such fact or circumstance in enforcing the Company's rights
        hereunder."

      


      4. Section
        4(a)(i)(D) of the Employment Agreement is amended to read hereafter as
        follows:

      


      "D. Effective
        as of the Date of Termination, (1) immediate vesting and exercisability of,
        and
        termination of any restrictions on sale or transfer (other than any such
        restriction arising by operation of law) with respect to, each and every
        stock
        option, restricted stock award, restricted stock unit award and other
        equity-based award and performance award (each, a "Compensatory Award") that
        is
        outstanding as of a time immediately prior to the Date of Termination and
        (2)
        unless a longer post-employment term is provided in the applicable award
        agreement, the extension of the term during which each and every Compensatory
        Award may be exercised by the Executive until the earlier of (x) the first
        anniversary of the Date of Termination or (y) the date upon which the right
        to
        exercise any Compensatory Award would have expired if the Executive had
        continued to be employed by the Company under the terms of this Agreement
        until
        the Final Expiration Date; and"

      


      5. Section
        4(b) of the Employment Agreement is amended to read hereafter as
        follows:

      


      "(b)
        Death
        (except during a Window Period).
        If the
        Executive's employment is terminated by reason of the Executive's death during
        the Employment Period and other than during a Window Period in which event
        the
        provisions of Section 4(a) shall govern, this Agreement shall terminate without
        further obligations to the Executive's legal representatives under this
        Agreement, other than (i) the payment of Accrued Obligations (which shall
        be
        paid to the Executive's estate or beneficiary, as applicable, in a lump sum
        in
        cash within 30 days of the Date of Termination), (ii) the payment of an amount
        equal to the Annual Salary that would have been paid to the Executive pursuant
        to this Agreement during the Remaining Employment Period if the Executive's
        employment had not terminated by reason of death (which shall be paid to
        the
        Executive's estate or beneficiary, as applicable, in a lump sum in cash within
        30 days of the Date of Termination) reduced by the amount payable in respect
        of
        Executive's death under any life insurance policy (other than accidental
        death
        and 

       

      
        
           

        

        
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      dismemberment
        or travel accident policies) but only to the extent such amounts are
        attributable to premiums paid by the Company, (iii) during the period beginning
        on the Date of Termination and ending on the first anniversary thereof medical
        benefits coverage determined as if Executive's employment had not terminated
        by
        reason of death, (iv) as soon as practicable following the fiscal year in
        which
        death occurs, payment of an amount equal to the product of (x) the Annual
        Bonus
        that would have been paid to Executive with respect to the year of termination
        had the Date of Termination not occurred and (y) a fraction, the numerator
        of
        which is the number of days in the fiscal year through the Date of Termination
        and the denominator of which is 365 and (v) effective as of the Date of
        Termination, (A) immediate vesting and exercisability of, and termination
        of any
        restrictions on sale or transfer (other than any such restriction arising
        by
        operation of law) with respect to, each and every Compensatory Award outstanding
        as of a time immediately prior to the Date of Termination and (B) the extension
        of the term during which each and every Compensatory Award may be exercised
        or
        purchased by the Executive until the earlier of (1) the first anniversary
        of the
        Date of Termination or (2) the date upon which the right to exercise or purchase
        any Compensatory Award would have expired if the Executive had continued
        to be
        employed by the Company under the terms of this Agreement until the Final
        Expiration Date."

      

        6. Section
          6 of the Employment Agreement is amended to read hereafter as
          follows:

      

       

      "6. Full
        Settlement; Resolution of Disputes.

      


      (a) The
        Company's obligation to make payments provided for in this Agreement and
        otherwise to perform its obligations hereunder shall not be affected by any
        setoff, counterclaim, recoupment, defense, mitigation or other claim, right
        or
        action which the Company may have against the Executive or others. In the
        event
        (i) prior to a Change in Control, the Executive's employment is terminated
        for any reason other than Executive's voluntary termination (with or without
        Good Reason), or (ii) within two years after a Change in Control,
        the
        Executive's employment is terminated by the Company or the Executive for
        any
        reason, the Company agrees to pay promptly as incurred, to the full extent
        permitted by law, all legal fees and expenses which the Executive may reasonably
        incur as a result of any arbitration pursuant to Section 6(b) (regardless
        of the
        outcome thereof) initiated by the Company, the Executive or others regarding
        the
        validity or enforceability of, or liability under, any provision of this
        Agreement or any guarantee of performance thereof (including as a result
        of any
        contest by the Executive about the amount of any such payment pursuant to
        this
        Agreement), plus in each case interest on any delayed payment at the annual
        percentage rate which is three percentage points above the interest rate
        shown
        as the Prime Rate in the Money Rates column in the then most recently published
        edition of The Wall Street Journal (Southwest Edition), or, if such rate
        is not
        then so published on at least a weekly basis, the interest rate announced
        by
        Chase Manhattan Bank (or its successor), from time to time, as its Base Rate
        (or
        prime lending rate), from

       

      
        
           

        

        
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      the
        date those amounts were required to have been paid or reimbursed to the Employee
        until those amounts are finally and fully paid or reimbursed; provided, however,
        that in no event shall the amount of interest contracted for, charged or
        received hereunder exceed the maximum non-usurious amount of interest allowed
        by
        applicable law ; provided, further, that if the Executive is not the prevailing
        party in any such arbitration, then he shall, upon the conclusion thereof,
        repay
        to the Company any amounts that were previously advanced pursuant to this
        sentence by the Company as payment of legal fees and expenses.

      


      (b) Any
        dispute arising out of or relating to this Agreement, including the breach,
        termination or validity thereof, shall be finally resolved by arbitration
        in
        accordance with the CPR Institute for Dispute Resolution Rules for
        Non-Administered Arbitration in effect on the date of this Agreement by a
        single
        arbitrator selected in accordance with the CPR Rules. The arbitration shall
        be
        governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the
        award rendered by the arbitrator may be entered by any court having jurisdiction
        thereof. The place of arbitration shall be in Harris County, Texas. The
        arbitrator's decision must be based on the provisions of this Agreement and
        the
        relevant facts, and the arbitrator's reasoned decision and award shall be
        binding on both parties. Nothing herein is or shall be deemed to preclude
        the
        Company's resort to the injunctive relief prescribed in this Agreement,
        including any injunctive relief implemented by the arbitrator pursuant to
        this
        Section 6(b). The parties will each bear their own attorneys' fees and costs
        in
        connection with any dispute, except in the circumstances in which the Company
        is
        required to advance the Executive's attorneys' fees in accordance with Section
        6(a).

      


      (c) If,
        upon a termination within two years following a Change in Control, there
        shall
        be any dispute between the Company and the Executive concerning (i) in
        the
        event of any termination of the Executive's employment by the Company, whether
        such termination was for Cause or Disability, or (ii) in the event
        of any
        termination of employment by the Executive, whether Good Reason existed or
        whether such termination occurred during a Window Period, then, unless and
        until
        there is a final, determination by an arbitrator declaring that such termination
        was for Cause or not for Disability or that the determination by the Executive
        of the existence of Good Reason was not made in good faith or that the
        termination by the Executive did not occur during a Window Period, the Company
        shall pay all amounts, and provide all benefits, to the Executive and/or
        the
        Executive's family or other beneficiaries, as the case may be, that the Company
        would be required to pay or provide pursuant to Section 4(a) hereof as though
        such termination were by the Company without Cause or by the Executive with
        Good
        Reason or during a Window Period; provided, however, that the Company shall
        not
        be required to pay any disputed amounts pursuant to this paragraph except
        upon
        receipt of an undertaking by or on behalf of the Executive to repay all such
        amounts to which the Executive is ultimately adjudged by such arbitrator
        not to
        be entitled.

      


      
        
           

        

        
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        (d) Notwithstanding
          any provision of Section 4, except in the case of a termination of employment
          within two years following a Change in Control, the Company's obligation
          to pay
          the amounts due on any termination of employment under Section 4 (other
          than the
          Accrued Obligations) are conditioned on the Executive's execution (without
          revocation during any applicable statutory revocation period) of a waiver
          and
          release of any and all claims against the Company and its affiliates in
          such
          form as may be prescribed by the Company."


      

      7. Sections
        10(a) and (b) of the Employment Agreement are hereby amended to read hereafter
        as follows:

      


      "10. Non-Compete
        and Non-Solicitation

      


      (a) The
        Executive recognizes that in each of the highly competitive businesses in
        which
        the Company is engaged, personal contact is of primary importance in securing
        new customers and in retaining the accounts and goodwill of present customers
        and protecting the business of the Company. The Executive, therefore, agrees
        that during the Employment Period and, if the Date of Termination occurs
        by
        reason of the Executive terminating his employment for reasons other than
        Disability or Good Reason and other than during a Window Period, for a period
        of
        one year after the Date of Termination, he will not either within 20 miles
        of
        any geographic location with respect to which he has devoted substantial
        attention to the material business interests of the Company or any of its
        affiliated companies or with respect to any immediate geologic trends in
        which
        the Company or any of its affiliated companies is active as of the Date of
        Termination, without regard, in either case, to whether the Executive has
        worked
        at such location (the "Relevant Geographic Area"), (i) accept employment
        or
        render service to any person that is engaged in a business directly competitive
        with the business then engaged in by the Company or any of its affiliated
        companies, (ii) enter into or take part in or lend his name, counsel or
        assistance to any business, either as proprietor, principal, investor, partner,
        director, officer, executive, consultant, advisor, agent, independent
        contractor, or in any other capacity whatsoever, for any purpose that would
        be
        competitive with the business of the Company or any of its affiliated companies
        or (iii) regardless of geographic area, directly or indirectly, either as
        principal, agent, independent contractor, consultant, director, officer,
        employee, employer, advisor, stockholder, partner or in any other individual
        or
        representative capacity whatsoever, either for his own benefit or for the
        benefit of any other person or entity either (A) hire, contract or solicit,
        or
        attempt any of the foregoing, with respect to hiring any employee of the
        Company
        or its affiliated companies, or (B) induce or otherwise counsel, advise or
        encourage any employee of the Company or its affiliated companies to leave
        the
        employment of the Company or its affiliated companies (all of the foregoing
        activities described in (i), (ii) and (iii) are collectively referred to
        as the
        "Prohibited Activity"). For the avoidance of doubt, the provisions of this
        Section 10 will not apply following a termination of the Executive's employment
        by the Company with or without Cause, by the Executive due to Disability
        or Good
        Reason or by the Executive during a Window Period.

      


      (b) In
        addition to all other remedies at law or in equity which the Company may
        have
        for breach of a provision of this Section 10 by the Executive, it is agreed
        that
        in 

       

      
        
           

        

        
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      the
        event of any breach or attempted or threatened breach of any such provision,
        the
        Company shall be entitled, upon application to any court of proper jurisdiction,
        to a temporary restraining order or preliminary injunction (without the
        necessity of (i) proving irreparable harm, (ii) establishing that monetary
        damages are inadequate or (iii) posting any bond with respect thereto) against
        the Executive prohibiting such breach or attempted or threatened breach by
        proving only the existence of such breach or attempted or threatened breach.
        If
        the provisions of this Section 10 should ever be deemed to exceed the time,
        geographic or occupational limitations permitted by the applicable law, the
        Executive and the Company agree that such provisions shall be and are hereby
        reformed to the maximum time, geographic or occupational limitations permitted
        by the applicable law. "

      


      8. Section
        12(g) of the Employment Agreement is hereby amended to read hereafter as
        follows:

      


      "(g) The
        Executive's or the Company's failure to insist upon strict compliance with
        any
        provision hereof or any other provision of this Agreement or the failure
        to
        assert any right the Executive or the Company may have hereunder shall not
        be
        deemed to be a waiver of such provision or right or any other provision or
        right
        of this Agreement; provided, however, that any claim for "Good Reason"
        termination must be raised within 180 days following the occurrence of the
        event
        giving rise to the right to terminate for "Good Reason" as set forth in Section
        3(c) hereof."

      


      9. If
        any provision provided herein or in the Employment Agreement results in the
        imposition of an excise tax under the provisions of Section 409A of the Internal
        Revenue Code and related regulations and Treasury pronouncements ("Section
        409A"), the Executive and the Company agree that each will use good faith
        efforts to reform any such provision to avoid imposition of any such excise
        tax
        in the manner that the Executive and the Company mutually determine are
        appropriate to comply with Section 409A.

      


      10. By
        execution of this Amendment, Executive acknowledges and agrees that he has
        no
        present claim against the Company for a breach of the Employment Agreement
        or
        any right to terminate employment for Good Reason, and the Company acknowledges
        and agrees that it has no present claim against the Executive for breach
        of the
        Employment Agreement and no present grounds in which to terminate Executive
        for
        Cause.

      



      
        
           

        

        
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      IN
        WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to
        the
        authorization from its Board of Directors, the Company has caused these presents
        to be executed in its name on its behalf, all as of the day and year first
        above
        written.

      


      CARRIZO
        OIL & GAS, INC.

      


      


      


      By:
        /s/
        Paul F. Boling   

      Name:
        Paul F. Boling

      Title: Chief
        Financial Officer, Secretary  and
        Treasurer

      


      


      


      EXECUTIVE

      


      


      /s/
        J. Bradley Fisher   

      J.
        Bradley Fisher

       

       

      
        
           

        

        
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