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): September
18, 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
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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Identification
No.)
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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.
On
September 18, 2006, Carrizo Oil & Gas, Inc. (the “Company”) entered into an
employment agreement (the “Agreement”) with Richard Smith, effective August 23,
2006, pursuant to which Mr. Smith will serve as the Company’s Vice President of
Land. Under the Agreement, the executive will receive a specified annual
base
salary that will be subject to periodic review and will generally be subject
to
increases consistent with increases in base salary generally awarded to other
executives of the Company. The Agreement provides for 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 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
Agreement has an initial term of one year; provided that, on the effective
date
and on every day thereafter, the term of the Agreement is automatically extended
for one day, such that the remaining term of the 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 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 Agreement) (the “Window Period”) or
(y) with good reason (as defined in the 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
Agreement discounted at 6.0%, (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 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 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.
Under
the
Agreement Mr. Smith’s initial annual base salary will be $180,000.
The
foregoing description of the Agreement does not purport to be complete and
is
qualified in its entirety by reference to the full text of the Agreement,
which
is filed as an exhibit to this Current Report and incorporated by reference
herein.
Mr.
Smith
will receive an award of 15,000 shares of restricted stock with the terms
and
conditions contained in a restricted stock award agreement. The shares of
restricted stock will vest in one-third increments on each of August 23,
2007,
August 23, 2008 and August 23, 2009, provided that Mr. Smith has been in
the
continuous employment of the Company through such date (subject to the terms
of
such agreement, which provides for accelerated vesting in certain
circumstances).
Item
9. 01 Financial
Statements and Exhibits.
(d) Exhibits
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10.1
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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: September
22, 2006
EXHIBIT
INDEX
No. Description
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10.1
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