exh108.htm


    Exhibit
10.8

     

    
      INCENTIVE
PLAN

      OF

      CARRIZO
OIL & GAS, INC.

       

       

      RESTRICTED
STOCK UNIT AWARD AGREEMENT

       

       

      THIS
AGREEMENT (“Agreement”) is effective as of the 3rd day of June, 2009 (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 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 units 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 Restricted Stock
Units.  Subject to the terms and conditions herein, effective
as of the Grant Date, the Company hereby awards to the Grantee, pursuant to the
Plan, a right to receive __________ shares of Common Stock of the Company, par
value $.01 per share, or the cash equivalent thereof (“Restricted Stock
Units”).

       

      2. Transfer
Restrictions.  Except as expressly provided herein, the
Restricted Stock Units are not transferable (voluntarily or involuntarily) other
than by will or the laws of descent and distribution or 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 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
Restricted Stock Units shall be immediately forfeited.

       

      
        Notwithstanding
the foregoing, the Restricted Stock Units are 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
Restricted

         

      

      
        
          
          

        

        
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      Stock
Unit 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
Restricted Stock Units 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
Restricted Stock Units shall be exercisable by the transferee only to the extent
and for the periods specified in the Plan and this Agreement.

       

      3. Restrictions; Payment
Dates.  Subject to the provisions of paragraph 4 hereof, the
restrictions on the Restricted Stock Units shall lapse on the date (the “Payment
Date”) that the Committee certifies that 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 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 (the
“Performance Condition”).

       

      Upon the
occurrence of the Payment Date described above, the Company shall deliver to the
Grantee (i) certificates representing the applicable number shares of Common
Stock, (ii) cash equal to the Fair Market Value of the applicable number of
shares of Common Stock on the Payment Date, or (iii) any combination of (i) or
(ii).

       

      Notwithstanding
the foregoing, subject to the provisions of the applicable written employment
agreement between the Grantee and the Company or any Subsidiary (the “Employment
Agreement”): (i) no shares shall vest unless the Grantee has been in the
continuous employment of the Company and its Subsidiaries through the Payment
Date above and (ii) no shares shall vest unless the Performance Condition is
satisfied as set forth above.  A change of employment is continuous
employment within the meaning of this paragraph 3 provided that, after giving
effect to such change, the Grantee continues to be an employee of the Company or
any Subsidiary.

       

      4. Termination of Employment;
Forfeiture.  Upon termination of the Grantee’s employment with
the Company or any subsidiary of the Company (or the successor of any such
company) for any reason, all Restricted Stock Units as to which the restrictions
thereon have not previously lapsed shall be immediately forfeited to the
Company; subject, however, to the
provisions of the Employment Agreement.  Notwithstanding the
provisions of the Employment Agreement, if (a) a Change in Control has not
occurred and (b) the Grantee (i) is terminated without Cause (as defined in the
Employment Agreement) or (ii) resigns for Good Reason (as defined in the
Employment Agreement) prior to the satisfaction of the Performance Condition,
then the restrictions on the Restricted Stock Units shall not lapse unless and
until the Performance Condition is satisfied.

       

      5.
No Ownership Rights Prior to Issuance of Shares of Common Stock; Dividend
Equivalents.  Neither the Grantee nor any other person shall
become the beneficial owner of the shares of Common Stock underlying the
Restricted Stock Units, nor have any rights

       

      
        
          
          

        

        
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      of a
shareholder (including, without limitation, dividend and voting rights) with
respect to any such shares of Common Stock, unless and until and after
certificates representing such shares of Common Stock have been delivered to the
Grantee.

       

      6. Adjustments.  As
provided in Section 15 of the Plan, certain adjustments may be made to the
Restricted Stock Units 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, 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
Restricted Stock Units shall be subject to the terms and conditions of this
Agreement to the same extent and in the same manner as the Restricted Stock
Units are 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, subject to any
restrictions on acceleration or deferral of payment imposed by Section 409A of
the Code.

       

      7. Mandatory Withholding of Taxes. Grantee
acknowledges and agrees that the Company shall deduct from the shares of Common
Stock or cash 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, 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, subject to compliance with the Company’s insider
trading policies, authorizes the Company or the Company’s Stock Plan
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.

       

      8. 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.

       

      9. 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:

       

      
        
          
          

        

        
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      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.

       

      10. 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, 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 Units to the extent then vested without the Grantee’s
consent.

       

      11. 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 the Employment Agreement.

       

      
        
          
          

        

        
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      12. Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of Texas.

       

      13. 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.

       

      14. 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.

       

      15. 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.

       

      16. Entire
Agreement.  Subject to the provisions the Employment Agreement
(modified as described below), 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 Units and replaces and makes null and void
any prior agreements, oral or written, between Grantee and the Company regarding
the Restricted Stock Units.  The parties acknowledge and agree that to
the extent set forth in the last sentence of paragraph 4, the provisions of this
Agreement modify and supersede the terms of the Employment Agreement with
respect to the consequences to this award of Restricted Stock Units of a
termination of employment without Cause or a resignation for Good Reason prior
to a Change in Control.

       

      17. Section
409A.  Payments under this Agreement are designed to be made in
a manner that is exempt from Section 409A of the Code as a “short-term
deferral,” and the provisions of this Agreement will be administered,
interpreted and construed accordingly (or disregarded to the extent such
provision cannot be so administered, interpreted, or construed).

       

      18. 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.

       

      
        ATTEST:                                                                           CARRIZO
OIL & GAS, INC.

         

        _________________________________                        By: 
_________________________________

        Secretary                          Date                                          Name:  S.
P.
Johnson             Date

          
Title:    President

         

        
          
            
            

          

          
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        ACCEPTED:

        


        


        ______________________________

        _________________   
Date

         

        
          
            
            

          

          
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