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 15, 2010
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
| Texas |
000-29187-87 |
76-0415919 |
| (State or
other jurisdiction of |
(Commission |
(I.R.S.
Employer |
| incorporation) |
File
Number) |
Identification
No.) |
|
1000
Louisiana Street
Suite
1500
Houston,
Texas
|
77002
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
|
|
Registrant’s
telephone number, including area code: (713) 328-1000
Not
applicable
(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
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
January 15, 2010, the Board of Directors of Carrizo Oil & Gas, Inc. (the
“Company”) hired Mr. David L. Pitts, age 43, as Vice President and Chief
Accounting Officer of the Company. Mr. Pitts will serve as the
Principal Accounting Officer of the Company and lead the Company’s financial
accounting and reporting efforts.
Mr. Paul
F. Boling served as the Company’s Principal Accounting Officer prior to Mr.
Pitts’ appointment and remains the Company’s Vice President, Chief Financial
Officer, Secretary and Treasurer. Mr. Boling also serves as the
Company’s Principal Financial Officer.
Mr. Pitts
is a Certified Public Accountant with over twenty-one years of “Big Four” public
accounting experience, serving a number of oil & gas industry clients,
comprised of (1) 14 years with Arthur Andersen (1988 to 2002), serving most
recently as senior audit manager (1997 to 2002), and (2) seven years with Ernst
& Young, starting as a senior audit manager (April 2002 to July 2004) and
most recently serving as audit partner (July 2004 to July 2009). From
July 2009 until he joined the Company, Mr. Pitts worked as a private consultant.
Mr. Pitts is originally from St. Louis, Missouri and graduated with a Bachelor
of Science degree from Southwest Baptist University in Bolivar,
Missouri.
Also on
January 15, 2010, the Company entered into an employment agreement with Mr.
Pitts pursuant to which he will receive an annual base salary of
$200,000. The employment agreement has an initial one-year term;
provided that at the date of the agreement and on every day thereafter, the term
of the employment agreement is automatically extended for one day, such that the
remaining term of the agreement shall never be less than one year until an event
(as described in the agreement) occurs that gives rise to Mr. Pitts’ termination
of employment.
Under the
agreement, both the Company and Mr. Pitts may terminate Mr. Pitts’ employment at
any time. Upon termination of Mr. Pitts’ employment on account of
disability or by the Company for any reason (except under certain limited
circumstances defined as “for cause” in the agreement), or if Mr. Pitts’
employment is terminated either (x) for any reason (including by reason of
death) during the 30-day period immediately following elapse of one year after
any change of control (“window period”) or (y) by Mr. Pitts for good reason (as
defined in the agreement), Mr. Pitts will generally be entitled to (1) an
immediate lump sum cash payment equal to 97% (145% if termination occurs after a
change of control) of his annual base salary, (2) in lieu of a prorated bonus
for the year of termination, an immediate lump sum cash payment equal to 80% of
Mr. Pitts’ annual base salary prorated based on the number of days in the fiscal
year in which he was employed (unless his employment is terminated as a result
of disability or after the date a change of control occurs, in either of which
cases the lump sum is not prorated), (3) in lieu of continued participation in
the Company’s welfare benefit plans, practices, programs and policies (other
than the Company’s medical and dental plans) for the remaining employment period
(as defined in the employment agreement), an immediate lump sum cash payment
equal to 3% of Mr. Pitts’ annual base salary, (4) continued medical and dental
benefits coverage for Mr. Pitts and his dependents for one year following his
termination of employment, and (5) the immediate vesting of any stock option,
restricted stock award or other
equity-based
award and performance award previously granted to Mr. Pitts 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 Mr. Pitts remained employed for the remaining term.
The foregoing description of the
employment agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the employment agreement, which is
filed as an exhibit to this Current Report and incorporated by reference
herein.
Item
9.01 Financial
Statements and Exhibits.
Exhibit Description