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): December 19,
2008
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
1.01 Entry
into a Material Definitive Agreement.
On
December 19, 2008, the Company entered into amendments to its employment
agreements with each of S.P. Johnson IV, Paul F. Boling, Gregory E. Evans,
J. Bradley Fisher and Richard H. Smith. Each
agreement was amended to conform with changes required by Section 409A of the
Internal Revenue Code and related regulations and provides for reimbursement to
the executive officer in the event that additional taxes are imposed on him as a
result of Section 409A. Each amendment modifies the executive’s
employment agreement such that, among other things:
(1) the
window period during which the executive may terminate his employment for any
reason following a change of control (as defined in the employment agreement)
was reduced from 60 days to 45 days;
(2) the
number of days within which the executive must notify the Company of the initial
existence of an event giving rise to good reason (as defined in the employment
agreement) was reduced from 180 days to 90 days;
(3) in
order for the executive to terminate his employment for good reason, he must
terminate his employment during the 60 days immediately following the period in
which the Company was notified of the existence of and did not remedy the event
constituting good reason; and
(4) in
order for the executive to receive certain benefits relating to termination
prior to a change of control, such termination must take place within the 12
months immediately preceding the change of control, and any such benefits due
will be paid within five days after the occurrence of the change of control.
The
foregoing description of the amendments to the employment agreements does not
purport to be complete and is qualified in its entirety by reference to the full
text of the amendments, which are filed as exhibits to this Current Report and
incorporated by reference herein.
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e) On
December 19, 2008, the Compensation Committee of the Board of Directors of the
Company approved the grant of restricted shares of common stock, par value $0.01
per
2
share, of
the Company to be made, effective as of December 19, 2008, to the Company’s
named executive officers (as set forth in the Company’s proxy statement for the
2008 annual meeting of stockholders) in the respective amounts set forth below,
subject to the terms, conditions and restrictions contained in the Incentive
Plan of Carrizo Oil & Gas, Inc., as amended, and the applicable restricted
stock award agreement.
|
Executive Officer
|
Number of Shares
|
|
|
S.P.
Johnson IV
|
29,595
|
|
|
Paul
F. Boling
|
12,357
|
|
|
J.
Bradley Fisher
|
16,137
|
|
|
Gregory
E. Evans
|
11,556
|
|
|
Richard
H. Smith
|
7,830
|
The
restricted shares will vest in three equal installments assuming the recipient’s
continuous employment and the satisfaction of certain criteria. On
June 19, 2009, one-third of the shares will vest if the Company’s revenue (as
defined in the award agreement) for the first quarter of 2009 is greater than
the revenue for the third quarter of 2007. If this performance target
is met, an additional one-third of the shares will vest on June 19, 2010,
and the final one-third of the shares will vest on June 19, 2011.
The
foregoing description of the restricted stock award agreements does not purport
to be complete and is qualified in its entirety by reference to the full text of
the agreements, a form of which is filed as an exhibit to this Current Report
and incorporated by reference herein.
3
Item
9.01 Financial Statements and Exhibits.
Exhibit Description
4
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/ S.P. Johnson
IV
Name:
S.P. Johnson IV
Title:
President and Chief Executive Officer
Date: December
23, 2008
Exhibit
Index
Exhibit Description