**Exhibit 10.14**

**INCENTIVE PLAN**

**OF**

**CARRIZO OIL & GAS, INC.**

**STOCK APPRECIATION RIGHTS AGREEMENT**

THIS AGREEMENT(“Agreement”) is made as of the ___ day of July, 2010 (the “Grant Date”), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), and _____________ (the “Grantee”). 

The Company has adopted the Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated effective April 30, 2009(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 thePlan, 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 stock appreciation rights provided herein in order toprovide 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 theCompany. 

The Company and Grantee therefore agree as follows: 

1. **Grant of SAR**. Subject to the terms and conditions herein, the Company grants to the Grantee during the period commencing onJuly ___, 2010 and expiring at 5 p.m. Houston, Texas time (“Close of Business”) on July ___, 2017 (the “SAR Term”), subject to earlier termination pursuant to paragraph 6 below, a stock appreciation right with respectto the number of shares of Company Common Stock (“Common Stock”) set forth on Schedule 1 hereto (the “SAR Shares”) with an exercise price set forth on Schedule 1 (the “Exercise Price”). The Exercise Price and SARShares are subject to adjustment pursuant to paragraph 9 below. This stock appreciation right is hereinafter referred to as the “SAR.” 

2. **Conditions of Exercise**. The SAR is exercisable only in accordance with the conditions stated in this paragraph. 

(a) Except as otherwise provided in this subparagraph (a), the SAR may only be exercised to the extent the SAR hasbecome available for exercise in accordance with the following schedule, provided, however, that the SAR shall not be exercisable unless the average daily production of the Company for the calendar quarter ended September 30, 2010(“3Q10”) is at least (i) 71,726 

 
- 1 - 

thousand standard cubic feet equivalent per day (“Mcfe/d”), if the Company’s weighted average realized natural gas price (excluding the impact of cash settled hedges) for 3Q10 isgreater than or equal to $4/Mcf or (ii) 57,381 Mcfe/d, if the Company’s weighted average realized natural gas price (excluding the impact of cash settled hedges) for 3Q10 is less than $4/Mcf: 

 

**Date**
 
**Percentage of SAR**

**Shares Available for Exercise**
May 29, 2011 33.3%May 29, 2012 33.3%May 29, 2013 33.3%
Notwithstanding theforegoing, subject to the provisions of the applicable written employment agreement between the Grantee and the Company or any Subsidiary (the “Employment Agreement”), the SAR will not be exercisable with respect to any additional SARShares if (i) Grantee has not remained in the continuous employment of the Company and its Subsidiaries through the applicable date. A change of employment is continuous employment within the meaning of this paragraph 2 provided that,after giving effect to such change, the Grantee continues to be an employee of the Company or any Subsidiary. 

(b) To the extent the SAR becomes exercisable, the SAR may be exercised in whole or in part (at any time or from time totime, except as otherwise provided herein) until expiration of the SAR Term or earlier termination thereof. 

3. **Manner ofExercise**. The SAR shall be considered exercised (as to the number of SAR Shares specified in the notice referred to in subparagraph (a) below) on the latest of (i) the date of exercise designated in the written notice referred to insubparagraph (a) below, (ii) if the date so designated is not a business day, the first business day following such date or (iii) the earliest business day by which the Company has received all of the following: 

(a) Written notice, in such form as the Committee may require, designating, among other things, the date of exercise andthe number of SAR Shares with respect to which the SAR is to be exercised; and 

(b) Any other documentationthat the Committee may reasonably require. 

4. **Mandatory Withholding for Taxes**. Grantee acknowledges and agrees that theCompany shall deduct from the cash and/or shares of Common Stock otherwise payable or deliverable upon exercise of the SAR an amount of cash and/or number of shares of Common Stock (valued at their Fair Market Value on the date of exercise) that isequal 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. In the event the Company, in its sole discretion, determines that the Grantee’s tax obligationswill not be satisfied under the methods otherwise expressly 

 
- 2 - 

described above, the Grantee authorizes the Company or the Company’s Stock Plan Administrator, currently UBS Financial Services Inc., to (i) sell a number of shares of Common Stockissued or outstanding pursuant to the Award, which number of shares of Common Stock the Company determines has at least the market value sufficient to meet the tax withholding obligations, plus additional shares of Common Stock to account forrounding and market fluctuations and (ii) pay such tax withholding to the Company. The shares of Common Stock may be sold as part of a block trade with other Participants such that all Participants receive an average price. 

5. **Payment by the Company**. As soon as practicable after receipt of all items referred to in paragraph 3, and subject to thewithholding referred to in paragraph 4, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of SAR Shares with respect to which the SAR was exercised and (ii) the difference between(A) the Fair Market Value per share of Common Stock on the date of exercise and (B) the Exercise Price. 

6.**Termination of Employment**. Unless otherwise determined by the Committee in its sole discretion, the SAR shall terminate, prior to the expiration of the SAR Term, at the time specified below: 

(a) If Grantee terminates employment with the Company and its Subsidiaries voluntarily without Good Reason (as defined inthe Employment Agreement), then the SAR shall terminate at the Close of Business on the first business day following the expiration of the 90 day period which began on the date of termination of Grantee’s employment; or 

(b) If Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary forCause (as defined in the Employment Agreement), then the SAR shall terminate immediately upon termination of Grantee’s employment. 

In any event in which the SAR remains exercisable for a period of time following the date of termination of Grantee’s employment, the SAR may be exercised during such period of time only to theextent it is or becomes exercisable as provided in paragraph 2. Notwithstanding any period of time referenced in this paragraph 6 or any other provision of this paragraph that may be construed to the contrary, the SAR shall in any eventterminate upon the expiration of the SAR Term. 

7. **Nontransferability of SAR**. During Grantee’s lifetime, the SARis not transferable (voluntarily or involuntarily) other than pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), and,except as otherwise required pursuant to a QDRO, is exercisable only by the Grantee or Grantee’s court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the SAR shall pass upon Grantee’s deathand 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 B or such other form

 
- 3 - 

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 designatedbeneficiary does not survive the Grantee’s death, the SAR shall pass by will or the laws of descent and distribution. Following Grantee’s death, the SAR, if otherwise exercisable, may be exercised by the person to whom such SAR passesaccording to the foregoing and such person shall be deemed the Grantee for purposes of any applicable provisions of this Agreement. 

Notwithstanding the foregoing, the SAR is transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for theexclusive benefit of such Immediate Family Members (“Immediate Family Member Trusts”), or (iii) a partnership or partnerships in which such Immediate Family Members have at least ninety-nine percent (99%) of the equity, profitand loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred SAR shall be prohibited except by will or the laws of descent and distribution or pursuant to a QDRO, unless such transfers are made to theoriginal Grantee or a person to whom the original Grantee could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and mannerprescribed by the Committee. Following transfer, the SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term “Grantee” shall bedeemed to refer to the transferee. The consequences of termination of employment shall continue to be applied with respect to the original Grantee, following which the SAR shall be exercisable by the transferee only to the extent and for the periodsspecified in the Plan and this Agreement. 

8. **No Stockholder Rights**. The Grantee shall not be deemed for any purpose tobe, or to have any of the rights of, a stockholder of the Company with respect to any shares of Common Stock as to which this Agreement relates. Furthermore, the existence of this Agreement shall not affect in any way the right or power of theCompany or its stockholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 15 of the Plan. 

9. **Adjustments**. As provided in Section 15 of the Plan, certain adjustments may be made to the SAR upon the occurrence of events or circumstances described in Section 15 of the Plan.

10. **Restrictions Imposed by Law**. Without limiting the generality of Section 16 of the Plan, the Grantee agreesthat Grantee will not exercise the SAR and that the Company will not be obligated to deliver any payment or shares of Common Stock, if counsel to the Company determines that such exercise, payment or delivery would violate any applicable law or anyrule 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 totake any affirmative action in order to cause the exercise of the SAR or the resulting payment or delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement. 

 
- 4 - 

11. **Notice**. Unless the Company notifies the Grantee in writing of a differentprocedure, 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 St., Suite 1500 

Houston, Texas 77002 

or (b) sent by first class mail, postage prepaid and addressed asfollows: 

Carrizo Oil & Gas, Inc. 

1000 Louisiana St, 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, orshall 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 asapproved 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 theCompany’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 makesuch 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 anyapplicable federal or state securities laws; and 

(b) subject to Section 6 of the Plan and any requiredapproval 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 ofthe Plan as of the date such new Award is made and no such action shall adversely affect the SAR to the extent then exercisable without the Grantee’s consent. 

 
- 5 - 

13. **Grantee Employment**. Nothing contained in this Agreement, and no action of theCompany 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 employingSubsidiary to terminate the Grantee’s employment at any time, with or without cause; subject, however, to the provisions of the Employment Agreement. 

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 inaccordance 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, inthe 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 apart hereof and shall in no way modify or restrict any of the terms or provisions hereof. 

16. **Duplicate Originals**. TheCompany 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 timehereafter. 

18. **Entire Agreement**. Subject to the provisions of the Employment Agreement, Grantee and the Company herebydeclare 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 SAR and replaces and makes null and void any prior agreements,oral or written, between Grantee and the Company regarding the SAR. 

19. **Grantee Acceptance**. Grantee shall signifyacceptance 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. 

 
- 6 - 

ATTEST:  
Carrizo Oil & Gas, Inc.
    By:   Secretary   
Name: S. P. Johnson

Title:   President
  ACCEPTED:      Employee Name
 

 
- 7 - 

 Schedule 1 to Stock Appreciation Rights Agreement dated as of July __, 2010
**Incentive Plan of Carrizo Oil & Gas, Inc.**

 

Grantee:
  [Employee Name]
Grant Date:
  July __, 2010
Exercise Price:
  $_____ per share
SAR Shares:
  ______ shares of Common Stock.
 
- 8 - 

 Exhibit B to Stock Appreciation Rights Agreement dated as of July __, 2010
**Incentive Plan of Carrizo Oil & Gas, Inc.**

**Designation of Beneficiary**

I,_________________________________________________________________ (the “Grantee”), hereby declare 

that upon my death______________________________________________________________ (the “Beneficiary”) of 

                                                                    Name 

_______________________________________________________________________________________________, 

                StreetAddress                                City                                            State                                             Zip Code 

 

who is my____________________________________________________________, shall be entitled to the 

                                                Relationship to Grantee 

SAR and all other rights accorded the Grantee by the above-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’sdeath. 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                         

 
- 9 -