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): MARCH 21, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-22915 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
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 March 21, 2005, Carrizo Oil & Gas, Inc. (the "Company")
entered into an Employment Agreement (the "Agreement") with Gregory E. Evans
pursuant to which Mr. Evans will serve as Vice President - Exploration. Under
the Agreement, Mr. Evans will receive an annual base salary and an annual bonus
in an amount comparable to the annual bonus of other Company executives, taking
into account Mr. Evans' position and responsibilities. Mr. Evans' salary is
subject to periodic review and the Agreement provides for increases consistent
with increases in base salary generally awarded to other executives of the
Company. The Agreement entitles Mr. Evans 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 one
year term; provided that at March 21, 2005 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 Mr.
Evans may terminate Mr. Evans' 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 Mr. Evans
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), under the Agreement Mr. Evans 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%,
(ii) continued participation in all the Company's welfare benefit plans and
continued life insurance and medical benefits coverage, (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 Mr. Evans 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. Evans 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
subparagraph (i) shall be 18 months, and Mr. Evans will be entitled to a
gross-up payment to offset the effect of any excise tax imposed under Section
4999 of the Code. If Mr. Evans' 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 Mr. Evans' dependents for one year
following death and immediate vesting and extension of exercisability of equity
awards as described above. In the event of a dispute regarding Mr. Evans' rights
upon termination of employment, the Agreement also provides that Mr. Evans is
entitled to payment of his legal fees and any amounts potentially due under the
Agreement pending resolution of the dispute, provided that he must return any
attorneys' fees advanced in the event he is not the
prevailing party in the dispute. Upon a voluntary termination of employment, Mr.
Evans has agreed to be subject to a two-year noncompetition and nonsolicitation
covenant.
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 Exhibit 10.1 to this Current Report and
incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Employment Agreement between the Company and Gregory E.
Evans dated March 21, 2005.
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: March 22, 2005
EXHIBIT INDEX
NO. DESCRIPTION
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10.1 Employment Agreement between the Company and Gregory E. Evans dated
March 21, 2005.