Attached files
file | filename |
---|---|
8-K - FORM 8-K - EOG RESOURCES INC | h84599e8vk.htm |
EX-10.5 - EX-10.5 - EOG RESOURCES INC | h84599exv10w5.htm |
EX-10.4 - EX-10.4 - EOG RESOURCES INC | h84599exv10w4.htm |
EX-10.2 - EX-10.2 - EOG RESOURCES INC | h84599exv10w2.htm |
EX-10.1 - EX-10.1 - EOG RESOURCES INC | h84599exv10w1.htm |
Exhibit 10.3
SECOND AMENDMENT TO
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
This Second Amendment, entered into and made effective as of September 13, 2011, by and
between EOG Resources, Inc. (Company) and Gary L. Thomas (Employee), is an amendment of that
certain Amended and Restated Change of Control Agreement, dated effective as of June 15, 2005,
between the Company and Employee (as amended by that certain First Amendment to Amended and
Restated Change of Control Agreement entered into and made effective as of April 30, 2009,
Agreement).
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the payment by Company to Employee of One
Hundred Dollars ($100) and in consideration of other good and valuable consideration, the adequacy,
sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:
1. | Section 7(c) of the Agreement is hereby amended by deleting the following phrase therein in its entirety: |
or (z) by the Employee for any reason during the thirty (30) day
period beginning six (6) months after a Change of Control of the
Company,
2. | Section 11 of the Agreement (including the heading/caption thereof) is hereby amended and restated in its entirety as follows: |
SECTION 11. U.S. EXCISE TAXES
If any payment or right accruing to the Employee from the Company
or an Affiliate under this Agreement without the application of this
Section 11 (Total Payments) would constitute a parachute payment
(as defined in Section 280G of the Code and regulations thereunder),
the severance benefit payable under this Agreement shall be reduced to
the largest amount that will result in no portion of the amounts
payable or rights accruing being subject to an excise tax under
Section 4999 of the Code or being disallowed as a deduction under
Section 280G of the Code. The determination of whether any reduction
in the severance benefit payable is to apply shall be made by a public
accounting firm chosen by the Company, at the expense of the Company.
Such determination shall be made in good faith after consultation with
the Employee and shall be conclusive and binding on the Employee. The
Employee shall cooperate in good faith with said accounting firm in
making such determination and providing the necessary information for
this
purpose. The foregoing provisions of this Section 11 shall apply only
if after reduction for any applicable federal excise tax imposed by
Section 4999 of the Code and federal, state or local income or
employment taxes, the Total Payments accruing to the Employee would be
less than the amount of the Total Payments as reduced under the
foregoing provisions of this Section 11 and after reduction for only
federal, state or local income or employment taxes. For the avoidance
of doubt, the parties to this Agreement agree that this Section 11
explicitly modifies the U.S. Excise Tax treatment of benefits which
may be payable or otherwise provided under any plan, program, policy,
or practice of the Company or an Affiliate and any agreement or
understanding that the Employee may have with the Company or an
Affiliate.
The parties agree that (i) all other terms, conditions and stipulations contained in the
Agreement shall remain in full force and effect and without any change or modification, except as
provided herein, and (ii) references in the Agreement to this Agreement or the Agreement shall
be deemed to be references to the Agreement as amended by this Second Amendment.
This Second Amendment shall be governed in all respects by the laws of the State of Texas,
excluding any conflict-of-law rule or principle that might refer the construction of this Second
Amendment to the laws of another State or country.
IN WITNESS WHEREOF, the parties have duly executed this Second Amendment as of the date first
above written.
EOG RESOURCES, INC. | ||||||
By: Name: |
/s/ Patricia L. Edwards
|
|||||
Title: | Vice President, Human Resources and Administration | |||||
GARY L. THOMAS | ||||||
/s/ Gary L. Thomas | ||||||