exh106.htm


    EXHIBIT
10.6

     

    INCENTIVE
PLAN

     

    OF

     

    CARRIZO
OIL & GAS, INC.

     

    EMPLOYEE
RESTRICTED STOCK AWARD AGREEMENT

     

    THIS
AGREEMENT (“Agreement”) is effective as of the 19th day of December, 2008 (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
December 19, 2008, 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 upon the satisfaction of the following conditions.

     

    (a) On June
19, 2009, thirty-three and
one-third percent (33 1/3%) of the shares of Restricted Stock awarded hereunder
(rounded up to the nearest whole number) shall vest provided that the revenue of
the Company, including the gain (loss) from cash settled oil and  gas
hedges (“Revenue”), for calendar quarter ended March 31, 2009 is greater than
the Revenue for the calendar quarter ended September 30, 2007 (the “Performance
Condition”).

     

    (b) On June
19, 2010, thirty-three and one-third percent (33 1/3%) of the shares of
Restricted Stock awarded hereunder (rounded up to the nearest whole number)
shall vest provided that the Performance Condition was satisfied.

     

    (c) On June
19, 2011, thirty-three and one-third percent (33 1/3%) of the shares of
Restricted Stock awarded hereunder (rounded up to the nearest whole number)
shall vest provided that the Performance Condition was satisfied.

     

    Notwithstanding
the foregoing, subject to the provisions of any applicable written employment
agreement between the Grantee and the Company or any Subsidiary: (i) no shares
shall vest unless the Grantee has been in the continuous employment of the
Company and its Subsidiaries through the applicable date set forth in (a), (b)
or (c) above and (ii) no shares shall vest unless the Performance Condition is
satisfied as set forth in (a) 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.  The Company will provide notice to the
Grantee on or about May 8, 2009 reflecting the Compensation Committee’s
determination as to whether the Performance Condition has been
satisfied.

     

    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 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


     

    
      
        
        

      

      
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    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.

     

    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.  Subject to the forfeiture
condition described below, Grantee shall be entitled to receive any cash
dividends paid with respect to the Restricted Stock during the Restricted
Period, but such dividends shall be held by the Company and paid, without
interest, within 10 days following the lapse of the restrictions on the
underlying shares of Restricted Stock.  In the event shares of
Restricted Stock are forfeited, cash dividends paid with respect to such shares
during the Restricted Period shall also be forfeited.  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, 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 

     

    
      
        
        

      

      
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    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.

     

    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:

     

    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


     

    
      
        
        

      

      
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    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.

     

    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.

     

    17. 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.

     

    
      
        
        

      

      
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    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
	 	 
	 	 
	 	 
	 	 ACCEPTED:
	 	 
	 	 
	 	 ____________________________________________________________________
	 	
              Date                            
      

            
	 	
               

            
	 	 


    

     

     

    
      
        
        

      

      
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