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EXHIBIT 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT (the "Amendment") by and between Carrizo Oil &
Gas, Inc., a Texas corporation (the "Company"), and S. P. Johnson, IV (the
"Executive"), dated as of the ___ day of _______________, 2000 and to be
effective as of the date hereof, is an amendment to that certain Employment
Agreement by and between the Company and the Executive dated as of
______________, 1997 (the "Employment Agreement").
RECITALS
The Company and the Executive have previously entered into the
Employment Agreement to provide for terms and conditions of the Executive's
employment by the Company; and
The Company and the Executive, in connection with a number of
employment related matters, have determined that is appropriate to amend the
Employment Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. The parties agree that the actions of the Company's Board of
Directors, pursuant to which certain directors have or may become more active in
the operations or oversight of the Company's business (other than actions
resulting in a material diminution of the Executive's position or duties) shall
not constitute Good Reason under Section 3(c) of the Employment Agreement.
2. Section 4(a)(i)(D) of the Employment Agreement is amended to read
hereafter as follows:
"D. effective as of the Date of Termination, (1) immediate
vesting and exercisability of, and termination of any restrictions on
sale or transfer (other than any such restriction arising by operation
of law) with respect to, each and every stock option, restricted stock
award, restricted stock unit award and other equity-based award and
performance award (each, a "Compensatory Award") that is outstanding as
of a time immediately prior to the Date of Termination and (2) the
extension of the term during which each and every Compensatory Award
may be exercised by the Executive until the earlier of (x) the first
anniversary of the Date of Termination or (y) the date upon which the
right to exercise any Compensatory Award would have expired if the
Executive had continued to be employed by the Company under the terms
of this Agreement until the Final Expiration Date.
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3. Section 4(b) of the Employment Agreement is amended to read
hereafter as follows:
"(b) Death (except during a Window Period). If the Executive's
employment is terminated by reason of the Executive's death during the
Employment Period and other than during a Window Period in which event
the provisions of Section 4(a) shall govern, this Agreement shall
terminate without further obligations to the Executive's legal
representatives under this Agreement, other than (i) the payment of
Accrued Obligations (which shall be paid to the Executive's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of the
Date of Termination), (ii) the payment of an amount equal to the Annual
Salary that would have been paid to the Executive pursuant to this
Agreement during the Remaining Employment Period if the Executive's
employment had not terminated by reason of death (which shall be paid
to the Executive's estate or beneficiary, as applicable, in a lump sum
in cash within 30 days of the Date of Termination) reduced by the
amount payable in respect of Executive's death under any life insurance
policy (other than accidental death and dismemberment or travel
accident policies) but only to the extent such amounts are attributable
to premiums paid by the Company, (iii) during the period beginning on
the Date of Termination and ending on the first anniversary thereof
medical benefits coverage determined as if Executive's employment had
not terminated by reason of death, (iv) as soon as practicable
following the fiscal year in which death occurs, payment of an amount
equal to the product of (x) the Annual Bonus that would have been paid
to Executive with respect to the year of termination had the Date of
Termination not occurred and (y) a fraction, the numerator of which is
the number of days in the fiscal year through the Date of Termination
and the denominator of which is 365 and (v) effective as of the Date of
Termination, (A) immediate vesting and exercisability of, and
termination of any restrictions on sale or transfer (other than any
such restriction arising by operation of law) with respect to, each and
every Compensatory Award outstanding as of a time immediately prior to
the Date of Termination and (B) the extension of the term during which
each and every Compensatory Award may be exercised or purchased by the
Executive until the earlier of (1) the first anniversary of the Date of
Termination or (2) the date upon which the right to exercise or
purchase any Compensatory Award would have expired if the Executive had
continued to be employed by the Company under the terms of this
Agreement until the Final Expiration Date.
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IN WITNESS WHEREOF, the Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
CARRIZO OIL & GAS, INC.
By:
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By:
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S. P. Johnson, IV
