UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (date of earliest event reported): January
23, 2006
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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000-29187-87
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76-0415919
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(State
or other jurisdiction of incorporation)
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(Commission
File Number) Identification No.)
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(I.R.S.
Employer
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1000
Louisiana Street
Suite
1500
Houston,
Texas
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77002
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (713)
328-1000
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
Amendments
to Employment Agreements
On
January 23, 2006, Carrizo Oil & Gas, Inc. (the “Company”) entered into
amendments, effective January 23, 2006, to its employment agreements with
each
of S.P. Johnson IV, President and Chief Executive Officer, Paul F. Boling,
Chief
Financial Officer, Vice President, Treasurer and Secretary, Gregory E. Evans,
Vice President of Exploration, and J. Bradley Fisher, Vice President and
Chief
Operating Officer. Each amendment modifies the executive’s employment agreement
such that, among other things:
(1) In
order for an event to constitute good reason (as defined in the employment
agreement), the executive must provide the Company with notice within 180
days
after the occurrence of the event giving rise to the claim for good reason
and
an opportunity to cure the event within 60 days after the receipt of such
notice;
(2) The
duration of the noncompete covenant is reduced from two years to one year
after
termination, and a one year nonsolicitation covenant is added; and
(3) In
the event of a dispute following the executive’s termination, (a) the parties
are required to submit the dispute to arbitration; (b) the Company
is only
required to pay the executive’s attorneys fees pending a dispute if
the termination occurred within two years after a change in control (as
defined in the employment agreement) or,
in the case of a termination
before a change in control, if the termination was not initiated by the
executive (with or without good reason)
;
and (c) the Company is only required to pay
the executive severance pending resolution of a dispute in
the case of a termination within two years after a change in control.
In
addition, the amendment to the employment agreement with Mr. Fisher provides
that, in the event the executive’s employment is terminated without cause, for
good reason or upon his death, the executive will no longer be allowed to
choose
to receive a cash payment in lieu of his outstanding equity compensation
awards
valued at the highest price paid for a share of the Company’s common stock by
specified persons during his term of employment or the period six months
prior
to the effective date of his employment agreement.
The
amendment to the employment agreement with Mr. Evans also removes the provision
that provided that, in the event the executive violates the noncompete covenant,
the Company would have had the option to cancel all his outstanding stock
options or any shares of restricted stock which otherwise would have vested
on
termination of employment.
Bayless
Employment Agreement
On
January 23, 2006, the Company entered into an employment agreement (the “New
Agreement”) with Jack Bayless, Vice President of Land. Under the New Agreement,
the executive will receive an annual base salary of $175,000 and an annual
bonus
in an amount comparable to the annual bonus of other Company executives,
taking
into account the executive’s position and responsibilities. The executive’s
salary is subject to periodic review and the New Agreement provides for
increases consistent with increases in base salary generally
awarded
to other executives of the Company. The New Agreement entitles the executive
to
participate in all of the Company’s incentive, savings, retirement and welfare
benefit plans in which other executive officers of the Company
participate.
The
New Agreement has an initial term of one year; provided that, on the effective
date and on every day thereafter, the term of the New Agreement is automatically
extended for one day, such that the remaining term of the New Agreement will
never be less than one year. Both the Company and the executive may terminate
the executive’s employment at any time. Upon termination of employment on
account of disability or if employment is terminated by the Company for any
reason (except under certain limited circumstances defined as “for cause” in the
New Agreement), or if employment is terminated by the executive either (x)
for
any reason (including by reason of death) during a 60 day period following
the
elapse of one year after a change of control (as defined in the New Agreement)
(the “Window Period”) or (y) with good reason (as defined in the New Agreement),
the executive will generally be entitled to (i) an immediate lump sum cash
payment equal to his annual base salary that would have been payable for
the
remainder of the term of the New Agreement discounted at 6%, (ii) continued
participation in all the Company’s welfare benefit plans and continued life
insurance and medical benefits coverage for the remainder of the term of
the New
Agreement, (iii) a pro-rated bonus for the year of termination, and (iv)
the
immediate vesting of any stock options or restricted stock previously granted
to
the executive and outstanding as of the time immediately prior to the date
of
his termination, and an extension of the period of exercisability of any
such
awards until the earlier of (A) one year following his date of termination
or
(B) the date such awards would have lapsed had the executive remained employed
for the remaining term.
If
the termination is after or in anticipation of a change of control, the assumed
remaining employment period for purposes of calculating the lump sum described
above in clause (i) shall be 18 months, and the executive will be entitled
to a
gross-up payment to offset the effect of any excise tax imposed under Section
4999 of the Internal Revenue Code. If the executive’s employment terminates upon
his death and other than in a Window Period, the Company will pay a sum equal
to
his annual base salary for the remaining term of the New Agreement, reduced
by
the amount payable under any life insurance policies to the extent that such
amounts are attributable to premiums paid by the Company, a prorated annual
bonus for the year of death, continued welfare benefits for the executive’s
dependents for one year following death and immediate vesting and extension
of
exercisability of equity awards as described above. Upon any termination
of
employment by the Executive without Good Reason and not during a Window Period,
the executive has agreed to be subject to a noncompetition and nonsolicitation
covenant for one year following termination.
In
addition, the New Agreement includes the terms of the employment agreement
amendments with other executives described above.
Restricted
Stock Grants
On
January 23, 2006, Messrs. Boling, Evans and Fisher received awards of 25,000,
25,000 and 35,000 shares of restricted stock, respectively, granted by the
Compensation Committee of the Board of Directors pursuant to the Company’s
Incentive Plan with the terms and conditions contained in the form of Employee
Restricted Stock Award Agreement that is
attached
to this Current Report on Form 8-K as Exhibit 10.6. The shares of restricted
stock will vest in full on the date 30 months following the date of grant,
provided that the executive has been in the continuous employment of the
Company
through such date (subject to the terms of the relevant employment agreement,
which provides accelerated vesting in certain circumstances as described
above).
Also on January 23, 2006, Mr. Bayless received an award of 15,000
shares of
restricted stock with the terms and conditions contained in the Restricted
Stock
Award Agreement that is attached to this Current Report on Form 8-K
as
Exhibit 10.7. The shares of restricted stock awarded to Mr. Bayless
will vest in one-third increments on each of the first three anniversaries
of
his start date beginning on October 15, 2006, provided that he has been in
the
continuous employment of the Company through such date (subject to the terms
of
the employment agreement for Mr. Bayless, which provides accelerated vesting
in
certain circumstances as described above).
_____________________________
The
foregoing descriptions of the amendments to the employment agreements, the
New
Agreement and the Employee Restricted Stock Award Agreements do not purport
to
be complete and are qualified in their entirety by reference to the full
text of
the agreements, which are filed as exhibits to this Current Report and
incorporated by reference herein.
Item
9. 01 Financial
Statements and Exhibits.
(c) Exhibits
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10.5
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CARRIZO
OIL & GAS, INC.
By:
/s/ Paul F. Boling
Name: Paul
F. Boling
Title: Vice
President and Chief Financial Officer
Date: January
27, 2006
EXHIBIT
INDEX
No. Description
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10.5
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