First Amendment to Incentive Plan of Carrizo Oil & Gas, Inc. (Effective May 22, 2002)

Summary

Carrizo Oil & Gas, Inc. amended its Incentive Plan, originally effective February 17, 2000, to increase the total number of shares of common stock available for issuance from 1,500,000 to 1,850,000. This amendment was approved by the company's shareholders on May 22, 2002, and executed by the Board of Directors. The amendment allows the company to grant more stock-based incentives to employees or other eligible participants under the plan.

EX-10.1 8 h99070exv10w1.txt AMEND.NO.1 TO AMENDED INCENTIVE PLAN Exhibit 10.1 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. (As Amended and Restated Effective February 17, 2000) FIRST AMENDMENT WHEREAS, Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), maintains the Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated effective February 17, 2000 (the "Plan"); WHEREAS, the Company desires amend the Plan to increase the aggregate number of shares the Company's common stock available for issuance under the Plan from 1,500,000 shares to 1,850,000 shares; WHEREAS, the Company's shareholders approved such increase in the aggregate number of shares of the Company's common stock available for issuance under the Plan at the Company's annual shareholder meeting held on May 22, 2002; and WHEREAS, under Section 13 of the Plan, the Board of Directors of the Company has reserved the right to amend the Plan; NOW, THEREFORE, the Plan is hereby amended, effective May 22, 2002, to increase the aggregate number of shares of the Company's common stock available for issuance under the Plan by deleting the number "1,500,000" from Section 5 of the Plan and replacing said number with the number "1,850,000". IN WITNESS WHEREOF, The Board of Directors of Carrizo Oil & Gas, Inc. has caused this amendment to be executed by a duly authorized officer of the Company in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, this 13th day of August, 2002, but effective as of the date specified herein. CARRIZO OIL & GAS, INC. By: /s/ Frank A. Wojtek Name: Frank A. Wojtek Title: V.P. and Chief Financial Officer 1