Amendment to Amended and Restated Incentive Plan of Carrizo Oil & Gas, Inc. (Effective February 18, 2003)

Summary

Carrizo Oil & Gas, Inc. amended its Incentive Plan to grant the Chairman of its Audit Committee a one-time option to purchase 25,000 shares of common stock. The option has a ten-year term, regardless of whether the Chairman remains a Nonemployee Director, and vests in three annual installments over three years. The purchase price per share is set at the fair market value on the grant date. This amendment is effective as of February 18, 2003.

EX-10.3 4 h03362exv10w3.txt AMEND.TO AMENDED INCENTIVE PLAN EXHIBIT 10.3 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC. (AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 17, 2000) Amendment Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), having reserved the right under Section 13 of the Incentive Plan of Carrizo Oil & Gas, Inc. (the "Plan"), to amend the Plan, does hereby add at the end of Section 9 of the Plan, effective as of February 18, 2003, a new subsection (e), to read as follows: (e) Special Grant of Audit Committee Chairman Options. Effective February 18, 2003, the Chairman of the Audit Committee of the Company shall as a one-time grant be granted a Director Option that provides for the purchase of 25,000 shares of Common Stock, has a term of ten years from the date of such grant, notwithstanding any earlier termination of the status of the holder as a Nonemployee Director, and vests and becomes exercisable in increments of one-third of the total number of shares of Common Stock that are subject thereto (rounded up to the nearest whole number) on the first and second anniversaries of the date of grant and of all remaining shares of Common Stock that are subject thereto on the third anniversary of the date of grant and the purchase price of each share of Common Stock subject to such Director Option shall be equal to the Fair Market Value of the Common Stock on the date of grant. IN WITNESS WHEREOF, this Amendment has been executed effective as of February 18, 2003. CARRIZO OIL & GAS, INC. By: ------------------------------------- Frank A. Wojtek Vice President, Chief Financial Officer, Secretary and Treasurer