EOG RESOURCES INC (Form: 8-K, Received: 10/01/2012 09:05:30)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2012 (September 25, 2012)

_______________

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

1-9743
(Commission File
Number)

47-0684736
(I.R.S. Employer
Identification No.)

1111 Bagby, Sky Lobby 2
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)

713-651-7000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EOG RESOURCES, INC.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective September 25, 2012, the Compensation Committee (Committee) of the Board of Directors of EOG Resources, Inc. (EOG) granted long-term incentive awards to each of EOG's executive officers. Consistent with prior year awards, the Committee awarded restricted stock or restricted stock units (RSUs) to each executive officer and stock-settled stock appreciation rights (SARs) to each executive officer (other than Mark G. Papa, EOG's Chairman of the Board and Chief Executive Officer), in each case under the terms of the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, as amended (2008 Plan).

The grants of restricted stock/RSUs will, consistent with prior year awards, "cliff" vest five years from the date of grant. Dividends will be credited to the holder of the restricted stock/RSUs and will either be paid at the expiration of the vesting period or be forfeited if the related restricted stock/RSUs are forfeited and cancelled in accordance with the standard termination provisions set forth in each executive officer's grant agreement. Also consistent with prior year awards, each of the grants of SARs (which may be settled upon exercise by the executive officer solely in shares of EOG common stock) have a term of seven years and will vest 25% on each of the first four anniversaries of the date of grant. The SARs were awarded at an exercise price equal to $112.42 (the closing price of EOG's common stock on September 25, 2012) and are subject to the standard termination provisions set forth in each executive officer's grant agreement.

As a new element of the long-term incentive component of EOG's executive officer compensation program, the Committee also granted performance units and/or shares of performance stock to each executive officer, in each case under the terms of the 2008 Plan. The performance metric applicable to these performance-based grants is EOG's Total Shareholder Return (as defined in the grant agreements) over a three-year performance period (January 2013 through December 2015) relative to the Total Shareholder Return of each of EOG's Peer Companies (as specified in the grant agreements). If EOG achieves median Total Shareholder Return performance over the performance period relative to the Peer Companies, 100% of an executive officer's performance units/shares will be earned; conversely, a performance multiple of 0% to 200% (as specified in the grant agreements) will be applied to an executive officer's performance units/shares if EOG's Total Shareholder Return performance over the performance period is below or above the median of the Peer Companies.

Subject to the termination provisions set forth in each executive officer's grant agreement and the applicable performance multiple, the grants of performance units/shares will "cliff" vest five years from the date of grant. Dividends will be credited to the holder of the performance units/shares and will have the same performance multiple applied as is applied to the executive officer's performance units/shares. Any such credited dividends (as so adjusted) will be paid at the expiration of the vesting period, unless the related performance units/shares are forfeited and cancelled in accordance with the executive officer's grant agreement, in which case such dividends will also be forfeited.

The following table sets forth the restricted stock/RSUs, SARs and performance units/shares granted by the Committee to each of EOG's executive officers:

Executive Officer	Shares of Restricted Stock/RSUs	SARs	Performance Units/Shares

Mark G. Papa	67,010 RSUs	-	16,752 Shares and 16,752 Units
William R. Thomas	14,232 RSUs	35,580 SARs	14,232 Units
Gary L. Thomas	14,232 RSUs	35,580 SARs	14,232 Units
Timothy K. Driggers	5,930 Shares	14,825 SARs	5,930 Units
Michael P. Donaldson	3,380 Shares	8,450 SARs	3,380 Units

The foregoing descriptions of the grants of restricted stock, RSUs, SARs, performance units and performance stock do not purport to be complete and are qualified in their entirety by reference to the forms of grant agreement for the grants of restricted stock, RSUs, SARs, performance units and performance stock, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

I. Price Risk Management

With the objective of enhancing the certainty of future revenues, from time to time EOG Resources, Inc. (EOG) enters into New York Mercantile Exchange (NYMEX) related financial collar, price swap, option and basis swap contracts. EOG accounts for financial commodity derivative contracts using the mark-to-market accounting method. In addition to financial transactions, from time to time EOG is a party to various physical commodity contracts for the sale of hydrocarbons that cover varying periods of time and have varying pricing provisions. The financial impact of these physical commodity contracts is included in revenues at the time of settlement, which in turn affects average realized hydrocarbon prices.

II. Crude Oil Derivative Contracts

Since filing its Current Report on Form 8-K on August 31, 2012, EOG has entered into additional crude oil derivative contracts. Presented below is a comprehensive summary of EOG's crude oil derivative contracts as of October 1, 2012, with notional volumes expressed in barrels per day (Bbld) and prices expressed in dollars per barrel ($/Bbl).

Crude Oil Derivative Contracts
			Weighted
	Volume ⁽¹⁾		Average Price
	(Bbld)		($/Bbl)
2012
January 1, 2012 through February 29, 2012 (closed)		34,000	$	104.95
March 1, 2012 through June 30, 2012 (closed)		52,000		105.80
July 1, 2012 through August 31, 2012 (closed)		50,000		106.90
September 2012 (closed)		32,000		106.61
October 1, 2012 through December 31, 2012		42,000		105.19

2013
January 1, 2013 through June 30, 2013		98,000	$	99.39
July 1, 2013 through December 31, 2013		54,000		99.38

(1)

EOG has entered into crude oil derivative contracts which give counterparties the option to extend certain current derivative contracts for an additional six-month period. Options covering a notional volume of 25,000 Bbld are exercisable on December 31, 2012. If the counterparties exercise all such options, the notional volume of EOG's existing crude oil derivative contracts will increase by 25,000 Bbld at an average price of $106.27 per barrel for the period January 1, 2013 through June 30, 2013. Options covering a notional volume of 59,000 Bbld are exercisable on June 28, 2013. If the counterparties exercise all such options, the notional volume of EOG's existing crude oil derivative contracts will increase by 59,000 Bbld at an average price of $100.45 per barrel for the period July 1, 2013 through December 31, 2013. Options covering a notional volume of 15,000 Bbld are exercisable on December 31, 2013. If the counterparties exercise all such options, the notional volume of EOG's existing crude oil derivative contracts will increase by 15,000 Bbld at an average price of $103.54 per barrel for the period from January 1, 2014 through June 30, 2014.

III. Natural Gas Derivative Contracts

Since filing its Current Report on Form 8-K on August 31, 2012, EOG has not entered into any additional natural gas derivative contracts. Presented below is a comprehensive summary of EOG's natural gas derivative contracts as of October 1, 2012, with notional volumes expressed in million British thermal units (MMBtu) per day (MMBtud) and prices expressed in dollars per MMBtu ($/MMBtu).

Natural Gas Derivative Contracts
	Volume (MMBtud)		Weighted Average Price ($/MMBtu)
2012 ⁽¹⁾
January 1, 2012 through October 31, 2012 (closed)		525,000	$	5.44
November 1, 2012 through December 31, 2012		525,000		5.44

2013 ⁽²⁾
January 1, 2013 through December 31, 2013		150,000	$	4.79

2014 ⁽³⁾

(1)

EOG has entered into natural gas derivative contracts which give counterparties the option of entering into derivative contracts at future dates. Such options are exercisable monthly up until the settlement date of each monthly contract. If the counterparties exercise all such options, the notional volume of EOG's existing natural gas derivative contracts will increase by 425,000 MMBtud at an average price of $5.44 per MMBtu for the period from November 1, 2012 through December 31, 2012.

(2)

EOG has entered into natural gas derivative contracts which give counterparties the option of entering into derivative contracts at future dates. Such options are exercisable monthly up until the settlement date of each monthly contract. If the counterparties exercise all such options, the notional volume of EOG's existing natural gas derivative contracts will increase by 150,000 MMBtud at an average price of $4.79 per MMBtu for each month of 2013.

(3)

In July 2012, EOG settled its natural gas financial price swap contracts for the period January 1, 2014 through December 31, 2014 and received proceeds of $36.6 million. In connection with these contracts, the counterparties retain an option of entering into derivative contracts at future dates. Such options are exercisable monthly up until the settlement date of each monthly contract. If the counterparties exercise all such options, the notional volume of EOG's existing natural gas derivative contracts will increase by 150,000 MMbtud at an average price of $4.79 per MMBtu for each month of 2014.

IV. Forward-Looking Statements

Information Regarding Forward-Looking Statements

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements and projections regarding EOG's future financial position, operations, performance, business strategy, returns, budgets, reserves, levels of production and costs and statements regarding the plans and objectives of EOG's management for future operations, are forward-looking statements. EOG typically uses words such as "expect," "anticipate," "estimate," "project," "strategy," "intend," "plan," "target," "goal," "may," "will" and "believe" or the negative of those terms or other variations or comparable terminology to identify its forward-looking statements. In particular, statements, express or implied, concerning EOG's future operating results and returns or EOG's ability to replace or increase reserves, increase production, generate income or cash flows or pay dividends are forward-looking statements. Forward-looking statements are not guarantees of performance. Although EOG believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, EOG's forward-looking statements may be affected by known and unknown risks, events or circumstances that may be outside EOG's control. Important factors that could cause EOG's actual results to differ materially from the expectations reflected in EOG's forward-looking statements include, among others:

·	the timing and extent of changes in prices for, and demand for, crude oil and condensate, natural gas liquids, natural gas and related commodities;

·	the extent to which EOG is successful in its efforts to acquire or discover additional reserves;

·	the extent to which EOG can optimize reserve recovery and economically develop its plays utilizing horizontal and vertical drilling, advanced completion technologies and hydraulic fracturing;

the extent to which EOG is successful in its efforts to economically develop its acreage in, and to produce reserves and achieve anticipated production levels from, its existing and future crude oil and natural gas exploration and development projects, given the risks and uncertainties and capital expenditure requirements inherent in drilling, completing and operating crude oil and natural gas wells and the potential for interruptions of development and production, whether involuntary or intentional as a result of market or other conditions;

·	the extent to which EOG is successful in its efforts to market its crude oil, natural gas and related commodity production;

·	the availability, proximity and capacity of, and costs associated with, gathering, processing, compression and transportation facilities;

·	the availability, cost, terms and timing of issuance or execution of, and competition for, mineral licenses and leases and governmental and other permits and rights-of-way;

the impact of, and changes in, government policies, laws and regulations, including tax laws and regulations, environmental laws and regulations relating to air emissions, waste disposal, hydraulic fracturing and access to and use of water, laws and regulations imposing conditions and restrictions on drilling and completion operations and laws and regulations with respect to derivatives and hedging activities;

·	EOG's ability to effectively integrate acquired crude oil and natural gas properties into its operations, fully identify existing and potential problems with respect to such properties and accurately estimate reserves, production and costs with respect to such properties;

·	the extent to which EOG's third-party-operated crude oil and natural gas properties are operated successfully and economically;

·	competition in the oil and gas exploration and production industry for employees and other personnel, equipment, materials and services and, related thereto, the availability and cost of employees and other personnel, equipment, materials and services;

·	the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be imprecise;

·	weather, including its impact on crude oil and natural gas demand, and weather-related delays in drilling and in the installation and operation of production, gathering, processing, compression and transportation facilities;

·	the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and, related thereto, to access the credit and capital markets to obtain financing needed to satisfy their obligations to EOG;

·	EOG's ability to access the commercial paper market and other credit and capital markets to obtain financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure requirements;

·	the extent and effect of any hedging activities engaged in by EOG;

·	the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and domestic financial market conditions and global and domestic general economic conditions;

·	political developments around the world, including in the areas in which EOG operates;

·	the use of competing energy sources and the development of alternative energy sources;

·	the extent to which EOG incurs uninsured losses and liabilities or losses and liabilities in excess of its insurance coverage;

·	acts of war and terrorism and responses to these acts; and

·	the other factors described under Item 1A, "Risk Factors," on pages 15 through 23 of EOG's Annual Report on Form 10-K for the year ended December 31, 2011.

In light of these risks, uncertainties and assumptions, the events anticipated by EOG's forward-looking statements may not occur, and, if any of such events do, we may not have anticipated the timing of their occurrence or the extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of EOG's forward-looking statements. EOG's forward-looking statements speak only as of the date made, and EOG undertakes no obligation, other than as required by applicable law, to update or revise its forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	-	Form of Restricted Stock Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to EOG's Current Report on Form 8-K, filed May 14, 2008).

10.2	-	Form of Restricted Stock Unit Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.6 to EOG's Current Report on Form 8-K, filed May 14, 2008).

10.3	-	Form of Stock-Settled Stock Appreciation Right Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (effective for grants made on or after February 23, 2011) (incorporated by reference to Exhibit 10.4 to EOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).

*10.4	-	Form of Performance Unit Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan.

*10.5	-	Form of Performance Stock Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan.

10.6	-	EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, effective as of May 8, 2008 (incorporated by reference to Exhibit 10.1 to EOG's Current Report on Form 8-K, filed May 14, 2008).

10.7	-	First Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of September 4, 2008 (incorporated by reference to Exhibit 10.1 to EOG's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008).

10.8	-	Second Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of January 1, 2010 (incorporated by reference to Exhibit 10.1 to EOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).

* Exhibit filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EOG RESOURCES, INC. (Registrant)



Date: October 1, 2012	By:	/s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

EXHIBIT INDEX

Exhibit No. Description

10.1	-	Form of Restricted Stock Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to EOG's Current Report on Form 8-K, filed May 14, 2008).

10.2	-	Form of Restricted Stock Unit Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.6 to EOG's Current Report on Form 8-K, filed May 14, 2008).

10.3	-	Form of Stock-Settled Stock Appreciation Right Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (effective for grants made on or after February 23, 2011) (incorporated by reference to Exhibit 10.4 to EOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).

*10.4	-	Form of Performance Unit Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan.

*10.5	-	Form of Performance Stock Award Agreement for EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan.

10.6	-	EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, effective as of May 8, 2008 (incorporated by reference to Exhibit 10.1 to EOG's Current Report on Form 8-K, filed May 14, 2008).

10.7	-	First Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of September 4, 2008 (incorporated by reference to Exhibit 10.1 to EOG's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008).

10.8	-	Second Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of January 1, 2010 (incorporated by reference to Exhibit 10.1 to EOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).

* Exhibit filed herewith

Exhibit 10.4

This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.

EOG RESOURCES, INC.

PERFORMANCE UNIT AWARD AGREEMENT

Grantee: [NAME] [EMPLOYEE ID]

Congratulations! You have been granted an Award of EOG Resources, Inc. Performance Units as follows:

Date of Grant:	[GRANT DATE]
Performance Units granted under this Award (subject to adjustment as set forth below):	[# UNITS]

The Compensation Committee (the " Committee ") of the Board of Directors of EOG Resources, Inc. (the "Company" ), pursuant to the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended, the "Plan" ), hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Performance Unit Award in accordance with the terms set forth below.

General . This Performance Unit Award is governed by the terms and conditions of the Plan, which are hereby made a part of this Agreement. A copy of the Plan is available upon request to the Human Resources Department of the Company. All capitalized terms or phrases that are not defined in this Agreement have the meanings ascribed to them in the Plan. U nder the terms of this Agreement and the Plan, a Performance Unit ledger account will be maintained by the Company until you become vested in the Performance Units (i.e., the lapse of the forfeiture restrictions thereon) or the Performance Units are forfeited and canceled pursuant to this Agreement.

Performance Period; TSR Rank; Performance Multiple . Upon the completion of the Performance Period (as defined on Annex A) and the certification (in writing) by the Committee of the Total Shareholder Return (as defined on Annex A) over the Performance Period of the Company and each Peer Company (as defined on Annex A) and the Company's corresponding TSR Rank (see chart on Annex A) for the Performance Period and the applicable Performance Multiple (as specified in the chart on Annex A), such Performance Multiple shall be applied to the number of Performance Units granted hereunder and, except in the case of an applicable Performance Multiple of 100% or an applicable Performance Multiple of 0% (in which case all Performance Units granted hereunder shall be deemed forfeited and canceled), your Performance Unit ledger account shall be adjusted to reflect (i) the additional Performance Units credited to you (in the case of a Performance Multiple greater than 100%) or (ii) your decreased Performance Units (in the case of a Performance Multiple less than 100% but greater than 0%).

After the application of the Performance Multiple, your resulting Performance Units shall continue to vest subject to the provisions of this Agreement (except in the case of an applicable Performance Multiple of 0%, in which case all Performance Units granted hereunder shall be deemed forfeited and canceled).

Voting Rights; Dividend Equivalents . You will have no voting rights with respect to the Company common stock represented by your Performance Units (including any additional Performance Units which may be credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) until such time as the common stock is issued to you upon your vesting in the Performance Units. Dividend equivalents on unvested Performance Units shall accrue and be credited by the Company for your benefit, and any such dividend equivalents accrued and credited for your benefit through the date immediately prior to the date of certification by the Committee of the applicable Performance Multiple shall have the same Performance Multiple applied as is applied to your Performance Units. However, such dividend equivalents (as so adjusted) shall not be paid to you until you become vested in the related Performance Units and shall be forfeited in the event of the forfeiture and cancellation of the related Performance Units pursuant to this Agreement.

Vesting . Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on [five-year anniversary of grant date] , and the shares of Company common stock represented (on a one-for-one basis) by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple, and on a one-for-one basis) and all dividend equivalents with respect to such Performance Units shall be distributed to you on the first business day following [five-year anniversary of grant date] (or as soon as administratively practicable thereafter, but in no event later than 60 days following such date).

Termination of Employment . If your employment with the Company or an Affiliate terminates prior to [five-year anniversary of grant date] , your Performance Units granted hereunder, and any dividend equivalents credited with respect to such Performance Units, shall vest and be distributed to you, or shall be forfeited and canceled, as set forth below.

Due to Death . If your employment with the Company or an Affiliate terminates due to death prior to [five-year anniversary of grant date] , (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be (A) 100%, if your date of death is prior to the completion of the Performance Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee, if your date of death is subsequent to the completion of the Performance Period; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to your beneficiary as soon as administratively practicable following your date of death (but in no event later than 60 days following such date).

Due to Disability . If your employment with the Company or an Affiliate terminates due to Disability prior to [five-year anniversary of grant date] , (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such termination (to account for the six-month delay applicable to specified employees under Section 409A of the Internal Revenue Code of 1986 (as amended, the " Code ")) or (B) the completion of the Performance Period and the Committee's certification of the applicable Performance Multiple in the year following the completion of the Performance Period (but in no event later than 60 days following the latter of such dates).

Due to Retirement After Age 62 . If your employment with the Company or an Affiliate terminates due to Retirement prior to [five-year anniversary of grant date] and after attaining age 62 with at least five years of service with the Company, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement (to account for the six-month delay applicable to specified employees under Section 409A of the Code) or (B) the completion of the Performance Period and the Committee's certification of the applicable Performance Multiple in the year following the completion of the Performance Period (but in no event later than 60 days following the latter of such dates).

Due to Retirement Prior to Age 62 . If your employment with the Company or an Affiliate terminates voluntarily prior to [five-year anniversary of grant date] and your termination is designated in writing by the Company as a "Company-approved Retirement prior to age 62" with at least five years of service with the Company (a condition of which shall include your entering into a six-month noncompetition agreement with the Company), (i) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such Retirement, you shall be eligible to receive a distribution of 20% of the shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple). Such shares of common stock shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement or (B) the completion of the Performance Period and the Committee's certification of the applicable Performance Multiple in the year following the completion of the Performance Period (but in no event later than 60 days following the latter of such dates), provided that you do not violate the provisions of your noncompetition agreement with the Company, in which case all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.

Due to Involuntary Termination for Other than Performance Reasons . In the event of your Involuntary Termination for other than performance reasons prior to [five-year anniversary of grant date] , (i) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such termination, you shall be eligible to receive a distribution of 20% of the shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple); and (iii) such shares of common stock shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such termination (to account for the six-month delay applicable to specified employees under Section 409A of the Code) or (B) the completion of the Performance Period and the Committee's certification of the applicable Performance Multiple in the year following the completion of the Performance Period (but in no event later than 60 days following the latter of such dates).

Due to Performance Reasons, Cause or Voluntary Termination . In the event of your Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to [five-year anniversary of grant date] , all Performance Units granted hereunder (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.

Vesting Upon a Change in Control . Upon a Change in Control of the Company prior to [five-year anniversary of grant date] , (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be (A) based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the ending month of the Performance Period) as certified by the Committee (or its successor), if the effective date of the Change in Control of the Company is prior to the completion of the Performance Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee (or its successor), if the effective date of the Change in Control of the Company is subsequent to the completion of the Performance Period. All shares of common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the Company (but in no event later than 60 days following such date); provided, however, that if the event constituting the Change in Control of the Company does not comply with the then-effective definition of "change of control" for purposes of a distribution under Section 409A of the Code, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Section 409A . The Plan and this Agreement are intended to meet the requirements of Section 409A of the Code, and shall be administered such that any payment, settlement or deferrals of amounts hereunder shall not be subject to the excise penalty tax applicable under Section 409A. The Company, in its sole discretion, shall determine if you are a "specified employee" of the Company (as that phrase is defined for purposes of Section 409A) on the date of your termination of employment or your Retirement prior to [five-year anniversary of grant date].

Delivery of Documents . By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company's then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company's intranet website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.

Annex A

Definitions of Certain Terms

"Performance Period" shall mean the three-year period from and including January 2013 through December 2015.

"Total Shareholder Return" for a company (i.e., for the Company or a Peer Company) shall mean such company's average daily closing stock price for the month immediately preceding the commencement of the Performance Period (i.e., December 20__) as compared to the average daily closing stock price for the ending month of the Performance Period (i.e., December 20__), assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the company's capital structure, and expressed as a percentage increase or decrease (as the case may be) over the Performance Period.

"Peer Company" shall mean each of (i) Anadarko Petroleum Corporation (ticker symbol: APC); (ii) Apache Corporation (ticker symbol: APA); (iii) Chesapeake Energy Corporation (ticker symbol: CHK); (iv) Devon Energy Corporation (ticker symbol: DVN); (v) Encana Corporation (ticker symbol: ECA); (vi) Marathon Oil Corporation (ticker symbol: MRO); (vii) Noble Energy, Inc. (ticker symbol: NBL); and (viii) Southwestern Energy Company (ticker symbol: SWN) (collectively, and including any replacement Peer Company (as discussed below), the " Peer Companies "); provided , however , that should any Peer Company (including any replacement Peer Company) cease to be a publicly traded company as the result of the consummation of a merger, acquisition, consolidation or similar transaction during the Performance Period, then (A) such Peer Company shall, for purposes of the Committee's certification referenced above, be replaced (1) by Pioneer Natural Resources Company (ticker symbol: PXD), or (2) if Pioneer Natural Resources Company has previously been selected as a replacement Peer Company pursuant to this proviso or it has ceased to be a publicly traded company as the result of the consummation of a merger, acquisition, consolidation or similar transaction during the Performance Period, by ConocoPhillips (ticker symbol: COP), or (3) if both Pioneer Natural Resources Company and ConocoPhillips have either previously been selected as a replacement Peer Company pursuant to this proviso or have ceased to be a publicly traded company as the result of the consummation of a merger, acquisition, consolidation or similar transaction during the Performance Period, by Range Resources Corporation (ticker symbol: RRC), and (B) the Total Shareholder Return over the Performance Period of such replacement Peer Company shall be measured from the beginning of the Performance Period; and, provided further , should any Peer Company (including any replacement Peer Company), due to its financial performance or financial condition (e.g., bankruptcy), cease to have its voting stock be publicly traded (either temporarily or permanently), such Peer Company shall nevertheless continue to be a Peer Company for purposes of the Committee's certification referenced above.

"TSR Rank" of the Company among the Nine Total Companies (i.e., the Company and Eight (8) Peer Companies)	Applicable "Performance Multiple"
1	200%
2	175%
3	150%
4	125%
5	100%
6	75%
7	50%
8	25%
9	0%

Exhibit 10.5

This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.

EOG RESOURCES, INC.

PERFORMANCE STOCK AWARD AGREEMENT

Grantee: [NAME] [EMPLOYEE ID]

Congratulations! You have been granted an Award of EOG Resources, Inc. Performance Stock as follows:

Date of Grant:	[GRANT DATE]
Shares of Performance Stock granted under this Award (subject to adjustment as set forth below):	[# SHARES]

The Compensation Committee (the " Committee ") of the Board of Directors of EOG Resources, Inc. (the "Company" ), pursuant to the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended, the "Plan" ), hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Performance Stock Award in accordance with the terms set forth below.

General . This Performance Stock Award is governed by the terms and conditions of the Plan, which are hereby made a part of this Agreement. A copy of the Plan is available upon request to the Human Resources Department of the Company. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them in the Plan. U nder the terms of this Agreement and the Plan, a Performance Stock book entry will be maintained by the Company (or its agent) until you become vested in the shares of Performance Stock (i.e., the lapse of the forfeiture restrictions thereon) or the shares of Performance Stock are forfeited and canceled pursuant to this Agreement.

Performance Period; TSR Rank; Performance Multiple . Upon the completion of the Performance Period (as defined on Annex A) and the certification (in writing) by the Committee of the Total Shareholder Return (as defined on Annex A) over the Performance Period of the Company and each Peer Company (as defined on Annex A) and the Company's corresponding TSR Rank (see chart on Annex A) for the Performance Period and the applicable Performance Multiple (as specified in the chart on Annex A), such Performance Multiple shall be applied to the number of shares of Performance Stock granted hereunder and, except in the case of an applicable Performance Multiple of 100% or an applicable Performance Multiple of 0% (in which case all shares of Performance Stock granted hereunder shall be deemed forfeited and canceled), your Performance Stock book entry shall be adjusted to reflect (i) the additional shares of Performance Stock awarded to you (in the case of a Performance Multiple greater than 100%) or (ii) your decreased shares of Performance Stock (in the case of a Performance Multiple less than 100% but greater than 0%).

After the application of the Performance Multiple, your resulting shares of Performance Stock shall continue to vest subject to the provisions of this Agreement (except in the case of an applicable Performance Multiple of 0%, in which case all shares of Performance Stock granted hereunder shall be deemed forfeited and canceled).

Voting Rights; Dividends . You will have voting rights with respect to the Company common stock represented by your shares of Performance Stock (including any additional shares of Performance Stock which may be awarded to you upon the completion of the Performance Period based on the applicable Performance Multiple). Dividends on unvested shares of Performance Stock shall accrue and be credited by the Company for your benefit, and any such dividends accrued and credited for your benefit through the date immediately prior to the date of certification by the Committee of the applicable Performance Multiple shall have the same Performance Multiple applied as is applied to your shares of Performance Stock. However, such dividends (as so adjusted) shall not be paid to you until you become vested in the related shares of Performance Stock and shall be forfeited in the event of the forfeiture and cancellation of the related shares of Performance Stock pursuant to this Agreement.

Vesting . Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on [five-year anniversary of grant date] , and the shares of Company common stock represented (on a one-for-one basis) by your shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple, and on a one-for-one basis) and all dividends with respect to such shares of Performance Stock shall be released to you on the first business day following [five-year anniversary of grant date] (or as soon as administratively practicable thereafter).

Termination of Employment . If your employment with the Company or an Affiliate terminates prior to [five-year anniversary of grant date] , your shares of Performance Stock granted hereunder, and any dividends credited with respect to such shares of Performance Stock, shall vest and be released to you, or shall be forfeited and canceled, as set forth below.

Due to Death . If your employment with the Company or an Affiliate terminates due to death prior to [five-year anniversary of grant date] , (i) all forfeiture restrictions on the shares of Performance Stock granted hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of shares of Performance Stock granted hereunder shall be (A) 100%, if your date of death is prior to the completion of the Performance Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee, if your date of death is subsequent to the completion of the Performance Period; and (iii) all shares of Company common stock represented by the shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be released to your beneficiary as soon as administratively practicable following your date of death (but in no event later than 2½ months following the end of the year of your death).

Due to Disability . If your employment with the Company or an Affiliate terminates due to Disability prior to [five-year anniversary of grant date] , (i) all forfeiture restrictions on the shares of Performance Stock granted hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of shares of Performance Stock granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be released to you as soon as administratively practicable following the later of (A) the effective date of such termination or (B) the completion of the Performance Period (but in no event later than 2½ months following the end of the year in which such latter date occurs).

Due to Retirement After Age 62 . If your employment with the Company or an Affiliate terminates due to Retirement prior to [five-year anniversary of grant date] and after attaining age 62 with at least five years of service with the Company, (i) all forfeiture restrictions on the shares of Performance Stock granted hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of shares of Performance Stock granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be released to you as soon as administratively practicable following the later of (A) the effective date of such termination or (B) the completion of the Performance Period (but in no event later than 2½ months following the end of the year in which such latter date occurs).

Due to Retirement Prior to Age 62 . If your employment with the Company or an Affiliate terminates voluntarily prior to [five-year anniversary of grant date] and your termination is designated in writing by the Company as a "Company-approved Retirement prior to age 62" with at least five years of service with the Company (a condition of which shall include your entering into a six-month noncompetition agreement with the Company), (i) the Performance Multiple to be applied to the number of shares of Performance Stock granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such Retirement, 20% of the shares of Company common stock represented by the shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be released to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement or (B) the completion of the Performance Period (but in no event later than 2½ months following the end of the year in which such latter date occurs), provided that you do not violate the provisions of your noncompetition agreement with the Company, in which case all shares of Performance Stock (including any additional shares of Performance Stock which may have been awarded to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.

Due to Involuntary Termination for Other than Performance Reasons . In the event of your Involuntary Termination for other than performance reasons prior to [five-year anniversary of grant date] , (i) the Performance Multiple to be applied to the number of shares of Performance Stock granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such termination, 20% of the shares of Company common stock represented by the shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be released to you as soon as administratively practicable following the later of (A) the effective date of such termination or (B) the completion of the Performance Period (but in no event later than 2½ months following the end of the year in which such latter date occurs).

Due to Performance Reasons, Cause or Voluntary Termination . In the event of your Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to [five-year anniversary of grant date] , all shares of Performance Stock granted hereunder (including any additional shares of Performance Stock which may have been awarded to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.

Vesting Upon a Change in Control . Upon a Change in Control of the Company prior to [five-year anniversary of grant date] , (i) all forfeiture restrictions on the shares of Performance Stock granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; (ii) the Performance Multiple to be applied to the number of shares of Performance Stock granted hereunder shall be (A) based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the ending month of the Performance Period) as certified by the Committee (or its successor), if the effective date of the Change in Control of the Company is prior to the completion of the Performance Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee (or its successor), if the effective date of the Change in Control of the Company is subsequent to the completion of the Performance Period; and (iii) all shares of common stock represented by the shares of Performance Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be released to you as soon as administratively practicable following the effective date of such Change in Control of the Company (but in no event later than 2½ months following the end of the year in which the Change in Control of the Company is effective).

Annex A

Definitions of Certain Terms

"Performance Period" shall mean the three-year period from and including January 2013 through December 2015.

"TSR Rank" of the Company among the Nine Total Companies (i.e., the Company and Eight (8) Peer Companies)	Applicable "Performance Multiple"
1	200%
2	175%
3	150%
4	125%
5	100%
6	75%
7	50%
8	25%
9	0%