Exhibit 10.1 - Form of Employee Restricted Stock Award Agreement.


    Exhibit
      10.1

     

    

      INCENTIVE
        PLAN

       

      OF

       

      CARRIZO
        OIL & GAS, INC.

       

      EMPLOYEE
        RESTRICTED STOCK AWARD AGREEMENT

       

      THIS
        AGREEMENT ("Agreement") is made as of the _____ day of ________, 200__ (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. (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 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.
        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
        ________, ____, 200__, 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 employment of
          the
          Company and its Subsidiaries through the applicable date (subject to the
          provisions of any applicable written employment agreement between the Grantee
          and the Company or any Subsidiary). 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. 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.


         

        Notwithstanding
          the foregoing, upon a Change in Control while the Grantee remains in continuous
          employment, the restrictions on all shares of Restricted Stock shall immediately
          lapse and such shares shall vest in the Grantee.  Notwithstanding
          anything in this Agreement to the contrary, the aggregate present value
          of all
          parachute payments payable to or for the benefit of the Grantee under this
          Agreement shall be limited so that when combined with any other parachute
          payments made to the Grantee in connection with a change in control of
          the
          Company such amounts will not exceed three times the Grantee’s base amount less
          one dollar and, to the extent necessary, the acceleration of vesting under
          this
          Agreement shall be reduced in order that this limitation not be exceeded.
          For
          purposes of this Section, the terms "parachute payment," "base amount"
          and
          "present value" shall have the meanings assigned thereto under Section
          280G of
          the Internal Revenue Code of 1986, as amended (the “Code”). It is the intention
          of this Section to avoid excise taxes on the Grantee under Code Section
          4999 or
          the disallowance of a deduction to the Company pursuant to Code Section
          280G.
           

        

        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
          shares of
          Restricted Stock as to which the restrictions thereon have not previously
          lapsed
          shall be immediately forfeited to the Company; subject, however, to the
          provisions of any employment agreement between the Grantee and the Company
          or
          any 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, free of
          the
          legend regarding transferability; provided that the Company shall not be
          obligated to issue any fractional shares of Common Stock.

         

        
          
             

          

          
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        6.  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.

      

    

     

    7.  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, 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.

     

    8.  Mandatory
      Withholding of Taxes. Grantee
      acknowledges and agrees that the Company shall 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.

     

    9.  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.

     

    10.  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.

    
       

      11.  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 to the extent then vested without the Grantee’s
        consent.

       

      12.  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.

       

      
        
           

        

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

       

      14.  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.

    

     

    15.  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.

     

    16.  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 Restricted Stock and replaces and makes null and
      void
      any prior agreements, oral or written, between Grantee and the Company regarding
      the Restricted Stock.

     

    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.

     

     

    
      	 ATTEST:	 	 Carrizo Oil & Gas, Inc.
	 	 	 
	 	 	 
	 	 	 By:
	 Secretary                                 Date	 	 Name: S. P. Johnson                          Date
	 	 	 Title: President
	 	 	 
	 	 	 
	 	 	 ACCEPTED:
	 	 	 
	 	 	 
	 	 	 
	 	 	 [Grantee]                                Date
	 	 	 
	 	 	 


    

     

       

    
      
        
        

      

      
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