SPJ Employ Agmnt Amnd


    
      AMENDMENT
        TO EMPLOYMENT AGREEMENT

      


      This
        AMENDMENT (the "Amendment") by and between Carrizo Oil & Gas, Inc., a
        Texas corporation (the "Company"), and S. P. Johnson, IV (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 June 13,
        1997
        (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 and the Executive have agreed to make certain mutually beneficial
        changes to 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 (vi) 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
          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
        

       

      
        
          
          

        

        
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      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 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

       

      
        
          
          

        

        
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      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.

      


      (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."

      


      6. 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 

       

      
        
          
          

        

        
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      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 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. "

      


      7. 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."

      


      8. 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.

      


      9. 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 on 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/
        S.P. Johnson, IV  

      S.P.
        Johnson, IV

       

       

      
        
          
          

        

        
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