CARRIZO OIL & GAS, INC.
NOMINATING COMMITTEE CHARTER
The purpose of the Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Carrizo Oil & Gas, Inc. (the “Company”) is to (i) identify individuals qualified to become Board members; (ii) recommend to the Board a slate of director nominees to be elected by the stockholders at the next annual meeting of stockholders and, when appropriate, director appointees to take office between annual meetings; and (iii) recommend to the Board membership on standing Board committees.
The Committee shall consist of a number of directors fixed from time to time by the Board but not fewer than two. The members of the Committee shall be appointed annually by the Board in its discretion. Committee members may be replaced by the Board between annual appointments in the Board’s discretion. By March 5, 2005, the date that is one year after the date on which the Company ceased to be a “controlled company” under the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”), the Committee shall consist solely of “independent directors,” i.e., those directors who neither are officers or employees of the Company or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise “independent” under the Nasdaq rules, except that, in limited and extraordinary circumstances, one director will not be required to be “independent,” as contemplated by Nasdaq rule 4350(c)(4)(C). The Company is currently required under the terms of an agreement with J.P. Morgan Partners to appoint a director designated by J.P. Morgan Partners to the Committee.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The chairperson shall be responsible for scheduling all meetings of the Committee, determining the agenda for each meeting, presiding over meetings of the Committee and coordinating reporting to the Board. In the absence of the chairperson, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting.
The Committee shall meet in person or telephonically at such times and with such frequency as it determines to be necessary or appropriate. Members of the Committee are expected to use all reasonable efforts to attend each meeting. The Committee may invite members of management, legal counsel or other advisors to attend meetings of the Committee. The Committee may take action by the unanimous written consent of its members.
A majority of the members of the Committee may determine its actions.
Committee Duties and Responsibilities
The Committee shall:
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee consisting of one or more members.
The Committee shall produce a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next succeeding Board meeting. The summary to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.
As adopted by the Board of Directors.