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): September 13, 2011 (September 7, 2011)
EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-9743   47-0684736
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
incorporation)        
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.
     (b), (c) On September 7, 2011, the Board of Directors (Board) of EOG Resources, Inc. (EOG) appointed William R. Thomas to the position of President and appointed Gary L. Thomas to the position of Chief Operating Officer, in each case effective as of September 7, 2011. William R. Thomas and Gary L. Thomas will continue to be responsible for EOG’s exploration and exploitation matters and day-to-day operations, respectively. The Board also confirmed that William R. Thomas and Gary L. Thomas will continue to report to Mark G. Papa, EOG’s Chairman of the Board and Chief Executive Officer, until June 2013, when Mr. Papa will retire and be succeeded by William R. Thomas.
     William R. Thomas, 58, has served as EOG’s Senior Executive Vice President, Exploration since July 2011, and, from February 2011 to July 2011, served as EOG’s Senior Executive Vice President, Exploitation. William R. Thomas has also previously served as the Executive Vice President and General Manager of EOG’s Fort Worth, Texas office (from February 2007 to February 2011) and as the Senior Vice President and General Manager of EOG’s Fort Worth, Texas office (from June 2004 to February 2007).
     Gary L. Thomas, 61, has served as EOG’s Senior Executive Vice President, Operations since February 2007, and, from May 2002 to February 2007, served as EOG’s Executive Vice President, Operations.
 
     (e) On September 13, 2011, EOG entered into change of control agreement amendments with its executive officers (Mark G. Papa, William R. Thomas, Gary L. Thomas, Timothy K. Driggers and Frederick J. Plaeger, II). The amendments change the modified “single trigger” provision in the change of control agreements for the receipt of severance benefits to a “double trigger” — specifically by eliminating the provision which would have allowed an executive officer to voluntarily terminate his employment with EOG during the 30-day period beginning six months following a change of control of EOG and receive severance benefits. Under the change of control agreements as amended, an executive officer will only be entitled to receive severance benefits if, within two years after a change of control of EOG, the executive officer’s employment is terminated (i) by EOG, other than for “cause” (as defined in the change of control agreements), or (ii) by the executive officer for “good reason” (as defined in the change of control agreements — for example, a reduction of the executive officer’s authority and/or responsibilities or a reduction of the executive officer’s base salary or target annual bonus).
     The amendments to the change of control agreements also eliminate the excise tax “gross-up” provisions and provide that, upon a change of control, EOG will either (i) reduce the amount of severance benefits otherwise payable to the executive officer so that such severance benefits will not be subject to the tax imposed by Internal Revenue Code Section 4999, or (ii) pay the full amount of severance benefits to the executive officer (but with no tax “gross-up”), whichever produces the better after-tax result for the executive officer (often referred to as the “best-of-net” approach).
     The change of control agreements, as amended, do not provide for any new benefits for EOG’s executive officers.
     The foregoing summary of the change of control agreement amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the change of control agreement amendments, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and are incorporated herein by reference.

 

 

Item 9.01   Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Document
 
   
*10.1
  Second Amendment to Amended and Restated Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Mark G. Papa.
 
   
*10.2
  First Amendment to Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and William R. Thomas.
 
   
*10.3
  Second Amendment to Amended and Restated Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Gary L. Thomas.
 
   
*10.4
  Second Amendment to Amended and Restated Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Timothy K. Driggers.
 
   
*10.5
  Second Amendment to Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Frederick J. Plaeger, II.
 
*   Exhibits 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: September 13, 2011  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.   Document
 
   
*10.1
  Second Amendment to Amended and Restated Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Mark G. Papa.
 
   
*10.2
  First Amendment to Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and William R. Thomas.
 
   
*10.3
  Second Amendment to Amended and Restated Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Gary L. Thomas.
 
   
*10.4
  Second Amendment to Amended and Restated Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Timothy K. Driggers.
 
   
*10.5
  Second Amendment to Change of Control Agreement, dated and effective as of September 13, 2011, by and between EOG and Frederick J. Plaeger, II.
 
*   Exhibits filed herewith

 

Exhibit 10.1
SECOND AMENDMENT TO
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 Mark G. Papa (“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
 
Patricia L. Edwards 		   
 
  Title:   Vice President, Human Resources and Administration    
 
           
    MARK G. PAPA    
 
           
    /s/ Mark G. Papa    
         

 

Exhibit 10.2
FIRST AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
     This First Amendment, entered into and made effective as of September 13, 2011, by and between EOG Resources, Inc. (“Company”) and William R. Thomas (“Employee”), is an amendment of that certain Change of Control Agreement, dated effective as of January 12, 2011, between the Company and Employee (“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 First Amendment.
     This First 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 First Amendment to the laws of another State or country.
     IN WITNESS WHEREOF, the parties have duly executed this First Amendment as of the date first above written.
             
    EOG RESOURCES, INC.    
 
           
 
  By:
Name: 		  /s/ Patricia L. Edwards
 
Patricia L. Edwards 		   
 
  Title:   Vice President, Human Resources and Administration    
 
           
    WILLIAM R. THOMAS    
 
           
    /s/ William R. Thomas    
         

 

Exhibit 10.3
SECOND AMENDMENT TO
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
 
Patricia L. Edwards 		   
 
  Title:   Vice President, Human Resources and Administration    
 
           
    GARY L. THOMAS    
 
           
    /s/ Gary L. Thomas    
         

 

Exhibit 10.4
SECOND AMENDMENT TO
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 Timothy K. Driggers (“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
 
Patricia L. Edwards 		   
 
  Title:   Vice President, Human Resources and Administration    
 
           
    TIMOTHY K. DRIGGERS    
 
           
    /s/ Timothy K. Driggers    
         

 

Exhibit 10.5
SECOND AMENDMENT TO
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 Frederick J. Plaeger, II (“Employee”), is an amendment of that certain Change of Control Agreement, dated effective as of April 23, 2007, between the Company and Employee (as amended by that certain First Amendment to 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
 
Patricia L. Edwards 		   
 
  Title:   Vice President, Human Resources and Administration    
 
           
    FREDERICK J. PLAEGER, II    
 
           
    /s/ Frederick J. Plaeger, II