Exhibit 10.4 - Restricted Stock Award


    INCENTIVE
      PLAN

     

    OF

     

    CARRIZO
      OIL & GAS, INC.

     

    INDEPENDENT
      CONTRACTOR RESTRICTED STOCK AWARD AGREEMENT

     

    THIS
      AGREEMENT (this “Agreement”) is made as of the ____ day of _________, 2006 (the
“Grant Date”), by and between Carrizo Oil & Gas, Inc., a Texas corporation
      (the “Company”), and ______________ (the “Grantee”), a consultant of the
      Company.

     

    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 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
________,
      2006,
      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 service of the Company and its Subsidiaries through
        the
        applicable date (subject to the provisions of any applicable written consulting
        agreement between the Grantee and 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 Service.
        

       

      (a)  Upon
        termination
        of the
        Grantee’s service with the Company or any subsidiary of the Company (or the
        successor of any such company) as a result of (i) the death of the Grantee
        or
        (ii) the disability 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. Whether the
        Grantee’s service terminates due to “disability” for purposes of this Agreement
        will be determined by the Committee in its discretion.

       

      (b)  Upon
        termination of the Grantee’s service with the Company or any subsidiary of the
        Company (or the successor of any such company) by the Company or any such
        subsidiary without Cause (as defined below), the restrictions on all shares
        of
        Restricted Stock shall immediately lapse and such shares shall vest in the
        Grantee.

       

      (c)  Upon
        termination of the Grantee’s service with the Company or any subsidiary of the
        Company (or the successor of any such company) for any reason other than
        as
        described in subsections (a) and (b) above, all shares of Restricted Stock
        as to
        which the restrictions thereon have not previously lapsed shall be immediately
        forfeited to the Company.

       

      “Cause”
        for purposes of the Agreement shall mean a breach by the Grantee of any written
        consulting agreement between the Grantee and the Company or a Subsidiary
        in
        effect at the time of the Grantee’s termination of service or, in the absence of
        any such consulting agreement, any of the following: (a) conviction of the
        Grantee by a court of competent jurisdiction of any felony or a crime involving
        moral turpitude; (b) the Grantee’s knowing failure or refusal to follow
        reasonable instructions of the Board or reasonable policies, standards and
        regulations of the Company or its Subsidiaries; (c) the Grantee continuously
        conducting himself 

       

      
        
          
          

        

        
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        in
          an
          unprofessional, unethical, immoral or fraudulent manner; or (d) the Grantee’s
          conduct discredits the Company or a Subsidiary or is detrimental to the
          reputation, character and standing of the Company or a 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, 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 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.

         

        
          
            
            

          

          
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      9  Mandatory
        Withholding of Taxes. Grantee
        acknowledges and agrees that the Company may, if required by applicable law,
        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.

       

      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 

       

      
        
          
          

        

        
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        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
          Engagement.
          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 or any of its Subsidiaries or
          interfere in any way with the right of the Company or any contracting Subsidiary
          to terminate the Grantee’s service at any time for any reason; subject,
          however,
          to the
          provisions of any written consulting agreement between the Grantee and
          the
          Company or any Subsidiary.

         

        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.
          Subject
          to the provisions of any applicable written consulting 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.

         

        
          
            
            

          

          
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    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.

     

     

     

    
      
        
        

      

      
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      Carrizo
        Oil & Gas, Inc.

      


      


      


      By:/ 
        s/S.P. Johnson IV      

      Name:
        S.P. Johnson IV

      Title:
        President

      


      


      ACCEPTED:

      


      


      
        
          
          

        

        
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        Exhibit
          A
          to Independent Contractor 

        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 _______________________________

            
              	 	
                       Name

                    


            

            
(the
              “Beneficiary”) of _____________________________________________________________________________,
              who is my ___________________

            Street
              Address    City
                 State
                Zip
              Code

            


            _________________________________________________,
              shall be entitled to the Restricted
              Stock and all other rights accorded the Grantee by the above-

            Relationship
              to Grantee 

             

            
              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.

         

        
          	 	 	 
	
                   Date

                	 	
                   Grantee

                


        

      

    

     

    
 

    
      
        
        

      

      
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