exh109.htm


    Exhibit
10.9 

     

    
      INCENTIVE
PLAN

       

      OF

       

      CARRIZO
OIL & GAS, INC.

       

      STOCK
APPRECIATION RIGHTS AGREEMENT

       

      THIS
AGREEMENT (“Agreement”) is made as of the 3rd day of June, 2009 (the “Grant
Date”), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the
“Company”), and employee name (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 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 stock appreciation rights provided
herein in order to provide 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 the Company.

       

      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 on June 3, 2009 and expiring
at 5 p.m. Houston, Texas time  (“Close of Business”) on June 3,
2016 (the “SAR Term”), subject to earlier termination pursuant to
paragraph 6 below, a stock appreciation right with respect to 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 SAR Shares 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 has become 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, 2009 (“3Q09”) is at least (i) 54,764 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

       

      
        
          
          

        

        
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    hedges)
for 3Q09 is greater than or equal to $3/Mcf or (ii) 43,811 Mcfe/d, if the
Company’s weighted average realized natural gas price (excluding the impact of
cash settled hedges) for 3Q09 is less than $3/Mcf:

    
    

     

    
      
        
          
            	Date	 	
                     Percentage of SAR

                    Shares Available for Exercise

                  
	 	 	 
	
                     May 28, 2010 

                  	 	
                     33.3%

                  
	
                     May 28, 2011

                  	 	 33.3%
	
                     May 28, 2012

                  	
                     

                  	 33.3%


          

        

      

    

     

    Notwithstanding
the foregoing, subject to the provisions of any applicable written employment
agreement between the Grantee and the Company or any Subsidiary, the SAR will
not be exercisable with respect to any additional SAR Shares 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 to time, except as otherwise provided herein) until
expiration of the SAR Term or earlier termination thereof.

       

      3. Manner of
Exercise.  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 in subparagraph (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 and the number of SAR Shares with respect to which
the SAR is to be exercised; and

       

      (b) Any other
documentation that the Committee may reasonably require.

       

      4.
Mandatory Withholding for Taxes.  Grantee acknowledges
and agrees that the Company 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 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.  In the event the Company, in its sole
discretion, determines that the Grantee's tax obligations will not be satisfied
under the methods otherwise expressly described above, the Grantee authorizes
the Company or the Company's Stock Plan

       

      
        
          
          

        

        
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      Administrator,
currently UBS Financial Services Inc., to (i) sell a number of shares of Common
Stock issued 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 for rounding 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 the withholding referred to in
paragraph 4, the Company shall deliver to the Grantee an amount, in cash or
shares of Common Stock or any combination thereof as determined by the Committee
in its sole discretion, 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 below), 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 for Cause (as defined below), 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 the extent 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 event terminate upon the expiration of the
SAR Term.

       

      “Cause”
for purposes of the Agreement shall mean cause as defined in any written
employment agreement between the Grantee and the Company or a Subsidiary in
effect at the time of the Grantee’s termination of employment or, in the absence
of any such employment 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’s
continued failure or refusal to faithfully and diligently perform the usual,
customary duties of his employment with the Company or a Subsidiary;
(d) the Grantee continuously conducting himself in an
unprofessional,

       

      
        
          
          

        

        
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      unethical,
immoral or fraudulent manner; or (e) 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.

       

      “Good
Reason” for purposes of the Agreement shall mean good reason as defined in any
written employment agreement between the Grantee and the Company or a Subsidiary
in effect at the time of the Grantee’s termination of employment or, in the
absence of any such employment agreement, shall be deemed to have occurred upon
the happening of any of the following:

       

      (i) any
reduction in Grantee’s annual rate of salary;

       

      (ii) either
(x) a failure of the Company to continue in effect any employee benefit plan in
which Grantee was participating or (y) the taking of any action by the Company
that would adversely affect Grantee’s participation in, or materially reduce
Grantee’s benefits under, any such employee benefit plan, unless such failure or
such taking of any action adversely affects the senior members of the corporate
management of the Company generally;

       

      (iii) the
assignment to Grantee of duties and responsibilities that are materially more
oppressive or onerous than those attendant to Grantee’s position immediately
after the date hereof;

       

      (iv) the
relocation of the office location as assigned to Grantee by the Company to a
location more than 20 miles from Grantee’s current location without Grantee’s
consent; or

       

      (v) the
failure of the Company to obtain, prior to the time of any reorganization,
merger, consolidation, disposition of all or substantially all of the assets of
the Company or similar transaction effective after the date hereof, in which the
Company is not the surviving person, the unconditional assumption in writing or
by operation of law of the Company’s obligations to Grantee under this Agreement
by each direct successor to the Company in any such transaction.

       

      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 Grantee must notify the Company within 90 days following the initial
occurrence of the event(s) that the Grantee 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) and (B) within 60 days after
receiving such notice from the Grantee (the “Correction Period”), the Company
must fail to reinstate the Grantee to the position he was in, or otherwise cure
the circumstances giving rise to Good Reason.  The Grantee’s
termination for Good Reason may occur only within 60 days following the
expiration of the Correction Period.

       

      7.
Nontransferability of SAR.  During Grantee’s lifetime,
the SAR is 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

       

      
        
          
          

        

        
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      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 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 B 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 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 passes according 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 the exclusive 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, profit and 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 the original 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 manner
prescribed 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 be deemed 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 periods specified in the Plan and
this Agreement.

       

      8. No Stockholder
Rights.  The Grantee shall not be deemed for any purpose to be,
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 unless and until
shares shall have been issued to Grantee by the Company pursuant to
paragraph 5.  Furthermore, the existence of this Agreement shall
not affect in any way the right or power of the Company 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 agrees that 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 any rule
or regulation of any governmental authority or any rule or regulation of, or
agreement of the

       

      
        
          
          

        

        
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      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 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.

       

      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 St., Suite 1500

      Houston,
Texas 77002

       

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

       

      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, 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 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,

       

      
        
          
          

        

        
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      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 SAR to
the extent then exercisable without the Grantee’s consent.

       

      13. Grantee
Employment.  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 employ of the
Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any employing Subsidiary to terminate the Grantee’s employment at any
time, with or without cause; subject, however, to the
provisions of any employment 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
employment 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 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 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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        ATTEST:                                                                           CARRIZO
OIL & GAS, INC.

         

        _________________________________                        By: 
_________________________________

        Secretary                          Date                                          Name:  S.
P.
Johnson             Date

          
Title:    President

         

      

       

      
        
          ACCEPTED:

          


          


          ______________________________

           

           

          
            
              
              

            

            
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    Schedule
1 to Stock Appreciation Rights 

    Agreement
dated as of June 3, 2009

     

    Incentive
Plan of Carrizo Oil & Gas, Inc.

     

    Grantee:                                [Employee Name]

    


    


    Grant
Date:                           
June 3, 2009

    


    


    Exercise
Price:                       $20.22
per share

    


    


    
      	
              SAR
      Shares:

            	
                      
      ______ shares of Common Stock.

            


    

    


    
      
        
        

      

      
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      Exhibit B
to Stock Appreciation Rights 

       
Agreement dated as of June 3, 2009

       

       

      Incentive
Plan of Carrizo Oil & Gas, Inc.

       

       

      Designation
of Beneficiary

       

       

      I,
___________________________________________ (the “Grantee”), hereby declare that
upon my death

      
 

       ________________________________________________________________________
(the “Beneficiary”) of

      Name

      __________________________________________________________________________________________,

      Street
Address                               City                                State                                Zip
Code

      


      who is my
_________________________________________________, shall be entitled to the SAR
and all other rights 

      Relationship
to Grantee

      


      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’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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