EXHIBIT 99.2
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), including the
attached Exhibit "A," is entered into between EOG Resources,
Inc., a Delaware corporation, having offices at 000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("Employer"), and Xxxxxx X.
Xxxxxx, III, an individual currently residing at 0000 Xxxxxxxx,
Xxxxxxx, Xxxxx 00000 ("Employee"), to be effective as of June 15,
2005 (the "Effective Date").
WITNESSETH:
WHEREAS, Employer desires to continue to employ Employee
pursuant to the terms and conditions and for the consideration
set forth in this Agreement, and Employee desires to continue in
the employ of Employer pursuant to such terms and conditions and
for such consideration.
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants, and obligations contained herein, Employer
and Employee agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1 Employer agrees to employ Employee, and Employee agrees
to be employed by Employer, beginning as of the Effective Date
and continuing until the last date of the Initial Term as set
forth on Exhibit "A" or the last day of the one-year term for
which the Term of this Agreement shall have been automatically
renewed pursuant to the "Renewal" provision as set forth on
Exhibit "A" (the "Term"), subject to the terms and conditions of
this Agreement.
1.2 Employee initially shall be employed in the position
set forth on Exhibit A. Employer may subsequently assign
Employee to a different position or modify Employee's duties and
responsibilities, provided that such assignment or modification
is consistent with that of an officer of Employer. Employee
agrees to serve in the assigned position and to perform
diligently and to the best of Employee's abilities the duties and
services appertaining to such position as determined by Employer,
as well as such additional or different duties and services
appropriate to such position which Employee from time to time may
be reasonably directed to perform by Employer. Employee shall at
all times comply with and be subject to such policies and
procedures as Employer may establish from time to time.
1.3 Employee shall, during the period of Employee's
employment by Employer, devote Employee's full business time,
energy, and best efforts to the business and affairs of Employer.
Employee may not engage, directly or indirectly, in any other
business, investment, or activity that interferes with Employee's
performance of Employee's duties hereunder, is contrary to the
interests of Employer, or requires any significant portion of
Employee's business time.
1.4 In connection with Employee's employment by Employer,
Employer shall endeavor to provide Employee access to such
confidential information pertaining to the business and services
of Employer as is appropriate for Employee's employment
responsibilities. Employer also shall endeavor to provide to
Employee the opportunity to develop business relationships with
those of Employer's clients and potential clients that are
appropriate for Employee's employment responsibilities.
1.5 Employee acknowledges and agrees that, at all times
during the employment relationship Employee owes fiduciary duties
to Employer, including but not limited to the fiduciary duties of
the highest loyalty, fidelity and allegiance to act at all times
in the best interests of the Employer, to make full disclosure to
Employer of all information that pertains to Employer's business
and interests, to do no act which would injure Employer's
business, its interests, or its reputation, and to refrain from
using for Employee's own benefit or for the benefit of others any
information or opportunities pertaining to Employer's business or
interests that are entrusted to Employee or that he learned while
employed by Employer. Employee acknowledges and agrees that upon
termination of the employment relationship, Employee shall
continue to refrain from using for his own benefit or the benefit
of others any information or opportunities pertaining to
Employer's business or interests that were entrusted to Employee
during the employment relationship or that he learned while
employed by Employer. Employee agrees that while employed by
Employer and thereafter he shall not knowingly take any action
which interferes with the internal relationships between Employer
and its employees or representatives or interferes with the
external relationships between Employer and third parties.
1.6 It is agreed that any direct or indirect interest in,
connection with, or benefit from any outside activities,
particularly commercial activities, which interest might in any
way adversely affect Employer or any of its affiliates, involves
a possible conflict of interest. In keeping with Employee's
fiduciary duties to Employer, Employee agrees that during the
employment relationship Employee shall not knowingly become
involved in a conflict of interest with Employer or its
affiliates, or upon discovery thereof, allow such a conflict to
continue. Moreover, Employee agrees that Employee shall disclose
to Employer's Chairman any facts which might involve such a
conflict of interest that has not been approved by Employer's
Chairman. Employer and Employee recognize that it is impossible
to provide an exhaustive list of actions or interests which
constitute a "conflict of interest." Moreover, Employer and
Employee recognize there are many borderline situations. In some
instances, full disclosure of facts by the Employee to Employer's
Chairman may be all that is necessary to enable Employer or its
affiliates to protect its interests. In others, if no improper
motivation appears to exist and the interests of Employer or its
affiliates have not suffered, prompt elimination of the outside
interest will suffice. In still others, it may be necessary for
Employer to terminate the employment relationship. Employer and
Employee agree that Employer's determination as to whether a
conflict of interest exists shall be conclusive. Employer
reserves the right to take such action as, in its judgment, will
end the conflict.
ARTICLE 2: COMPENSATION AND BENEFITS:
2.1 Employee's Annual Base Salary during the Term shall be
not less than the amount set forth under the heading "Minimum
Annual Base Salary" on Exhibit A, subject to increase at the sole
discretion of the Employer, which shall be paid in accordance
with Employer's standard payroll practice. Any calculation to be
made under this Agreement with respect to Employee's Annual Base
Salary shall be made using the then current Annual Base Salary in
effect immediately prior to the event for which such calculation
is made.
2.2 While employed by Employer (both during the Term and
thereafter), Employee shall be allowed to participate, on the
same basis generally as other employees of Employer, in all
general employee benefit plans and programs, including
improvements or modifications of the same, which on the effective
date or thereafter are made available by Employer to all or
substantially all of Employer's employees. Such benefit plans
and programs may include, without limitation, medical coverage,
dental coverage, life insurance, disability protection, and
pension plans. Nothing in this Agreement is to be construed or
interpreted to provide greater rights, participation, coverage,
or benefits under such benefit plans or programs than provided to
similarly situated employees pursuant to the terms and conditions
of such benefit plans and programs.
2.3 Employer shall not by reason of this Article 2 be
obligated to institute, maintain, or refrain from changing,
amending, or discontinuing, any such incentive compensation or
employee benefit program or plan, so long as such actions are
similarly applicable to covered employees generally. Moreover,
unless specifically provided for in a written plan document
adopted by the Board of Directors of Employer, none of the
benefits or arrangements described in this Article 2 shall be
secured or funded in any way, and each shall instead constitute
an unfunded and unsecured promise to pay money in the future
exclusively from the general assets of Employer.
2.4 Employer may withhold from any compensation, benefits,
or amounts payable under this Agreement all federal, state, city,
or other taxes as may be required pursuant to any law or
governmental regulation or ruling.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS
OF SUCH TERMINATION:
3.1 Notwithstanding any other provisions of this Agreement,
Employer shall have the right to terminate Employee's employment
under this Agreement at any time prior to the expiration of the
Term for any of the following reasons:
(i) For "cause" upon the determination by the Employer's Board
of Directors or management committee (or, if there is no
management committee, the highest applicable level of Employer's
management) that "cause" exists for the termination of the
employment relationship. As used in this Section 3.1(i), the
term "cause" shall mean [a] Employee's gross negligence or
willful misconduct in the performance of the duties and services
required of Employee pursuant to this Agreement; [b] Employee's
final conviction of a felony involving moral turpitude; [c]
Employee's willful refusal without proper legal reason to perform
the duties and responsibilities required of Employee under this
Agreement which remains uncorrected for thirty (30) days
following written notice to Employee by Employer of such breach;
[d] Employee's involvement in a conflict of interest as
referenced in Section 1.6 for which Employer makes a
determination to terminate the employment of Employee which
remains uncorrected for thirty (30) days following written notice
to Employee by Employer of such breach; [e] Employee's willful
engagement in conduct that Employee knows or should know is
materially injurious to Employer; [f] Employee's material breach
of any material provision of this Agreement or corporate code or
policy which remains uncorrected for thirty (30) days following
written notice to Employee by Employer of such breach; or [g]
Employee's violation of the Foreign Corrupt Practices Act or
other applicable United States law as proscribed by Section 5.1.
It is expressly acknowledged and agreed that the decision as to
whether "cause" exists for termination of the employment
relationship by Employer is delegated to Employer's management
committee (or, if there is no management committee, the highest
applicable level of Employer's management) for determination. If
Employee disagrees with the decision reached by Employer's
management committee (or, if there is no management committee,
the highest applicable level of Employer's management), the
dispute will be limited to whether Employer's management
committee (or, if there is no management committee, the highest
applicable level of Employer's management) reached its decision
in good faith;
(ii) for any other reason whatsoever, with or without cause, in
the sole discretion of the management committee (or, if there is
no management committee, the highest applicable level of
Employer's management) of Employer;
(iii) upon Employee's death; or
(iv) upon Employee's becoming disabled so as to entitle Employee
to benefits under Employer's long-term disability plan or, if
Employee is not eligible to participate in such plan, then
Employee is permanently and totally unable to perform Employee's
duties for Employer as a result of any medically determinable
physical or mental impairment as supported by a written medical
opinion to the foregoing effect by a physician selected by
Employer.
The termination of Employee's employment by Employer prior to the
expiration of the Term shall constitute a "Termination for Cause"
if made pursuant to Section 3.1(i); the effect of such
termination is specified in Section 3.4. The termination of
Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made
pursuant to Section 3.1(ii); the effect of such termination is
specified in Section 3.5. The effect of the employment
relationship being terminated pursuant to Section 3.1(iii) as a
result of Employee's death is specified in Section 3.6. The
effect of the employment relationship being terminated pursuant
to Section 3.1(iv) as a result of the Employee becoming
incapacitated is specified in Section 3.7.
3.2 Notwithstanding any other provisions of this Agreement,
Employee shall have the right to terminate the employment
relationship under this Agreement at any time prior to the expira
tion of the Term of employment for any of the following reasons:
(i) a material breach by Employer of any material
provision of this Agreement which remains uncorrected
for 30 days following written notice of such breach by
Employee to Employer; or
(ii) for any other reason whatsoever, in the sole discretion
of Employee.
The termination of Employee's employment by Employee prior to the
expiration of the Term shall constitute an "Involuntary
Termination" if made pursuant to Section 3.2(i); the effect of
such termination is specified in Section 3.5. The termination of
Employee's employment by Employee prior to the expiration of the
Term shall constitute a "Voluntary Termination" if made pursuant
to Section 3.2(ii); the effect of such termination is specified
in Section 3.3.
3.3 Upon a Voluntary Termination of the employment
relationship by Employee prior to expiration of the Term,
Employee shall be entitled to pro rata salary through the date of
such termination, but Employee shall not be entitled to any
individual bonuses or individual incentive compensation not yet
paid at the date of such termination.
3.4 Upon a Termination for Cause prior to expiration of the
Term, Employee shall be entitled to pro rata salary through the
date of such termination, but Employee shall not be entitled to
any individual bonuses or individual incentive compensation not
yet paid at the date of such termination.
3.5 Upon an Involuntary Termination of the employment
relationship by either Employer or Employee prior to the
expiration of the Term, Employee shall be entitled, in
consideration of Employee's continuing obligations hereunder
after such termination (including, without limitation, Employee's
non-competition obligations), to receive a severance benefit
under this Agreement equal to (a) the greater of (i) the amount
that Employee would have received under this Agreement from the
date of termination through the end of the Term of this Agreement
if Employee had continued to be employed during such period,
computed assuming that Employee received his Annual Base Salary
and an annual bonus equal to the bonus target specified on
Exhibit A for each year during such period (in each case prorated
for any partial year) or (ii) two times the sum of the Employee's
Annual Base Salary and the annual bonus target specified on
Exhibit A; plus (b) the value of unvested stock options and stock
appreciation rights granted under Employer's 1992 Stock Plan, or
such other equity compensation plans established from time to
time by Employer, based on the difference between the average
closing price of Employer's stock on the ten (10) trading days
prior to, but not including, the date of termination and the
xxxxx xxxxx. Employee shall not be under any duty or obligation
to seek or accept other employment following Involuntary
Termination and the amounts due Employee hereunder shall not be
reduced or suspended if Employee accepts subsequent employment.
Employee's rights under this Section 3.5 are Employee's sole and
exclusive rights against Employer and Employer's sole and
exclusive liability to Employee under this Agreement, in
contract, tort, or otherwise, for any Involuntary Termination of
the employment relationship. Employee covenants not to xxx or
lodge any claim, demand or cause of action against Employer for
any sums for Involuntary Termination other than those sums
specified in this Section 3.5. If Employee breaches this
covenant, Employer shall be entitled to recover from Employee all
sums expended by Employer (including costs and attorneys fees) in
connection with such suit, claim, demand or cause of action.
3.6 Upon termination of the employment relationship as a
result of Employee's death, Employee's heirs, administrators, or
legatees shall be entitled to Employee's pro rata salary through
the date of such termination, but Employee's heirs,
administrators, or legatees shall not be entitled to any
individual bonuses or individual incentive compensation not yet
paid to Employee at the date of such termination.
3.7 Upon termination of the employment relationship as a
result of Employee's incapacity, Employee shall be entitled to
his or her pro rata salary through the date of such termination,
but Employee shall not be entitled to any individual bonuses or
individual incentive compensation not yet paid to Employee at the
date of such termination.
3.8 In all cases, the compensation and benefits payable to
Employee under this Agreement upon termination of the employment
relationship shall be offset against any amounts to which
Employee may otherwise be entitled under any and all severance
plans, and policies of Employer or its affiliates.
3.9 Termination of the employment relationship does not
terminate those obligations imposed by this Agreement which are
continuing obligations, including, without limitation, Employee's
obligations under Articles 6 and 7.
3.10 Upon termination of the employment relationship between
Employee and Employer for any reason, Employee shall be entitled
to receive compensation and benefits earned and accrued by
Employee during his/her employment as are specifically provided
in any applicable employee compensation and/or benefit plan
document and any grant or award agreement thereunder.
3.11 The parties hereto will act in good faith to equitably
restructure any payments and benefits provided for in this
Agreement to the extent necessary to comply with Section 409A of
the Internal Revenue Code of 1986, as amended. Any such
restructuring shall not reduce the value of such benefits and
payments.
ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM;
TERMINATION AND EFFECTS OF TERMINATION:
4.1 After the expiration of the Term specified on Exhibit
"A," this Agreement, and Employee's employment hereunder, shall
automatically renew for successive periods of one (1) year each,
unless either Employer or Employee provides not less than one
hundred twenty (120) days' prior written notice of intent not to
renew. In the event this Agreement is not renewed pursuant to
such notice, and Employee remains employed by Employer beyond the
expiration of the Term of this Agreement, including any renewals,
Employee's employment shall convert to a month-to-month
relationship terminable at any time by either Employer or
Employee for any reason whatsoever, with or without cause. Upon
such termination of the employment relationship by either
Employer or Employee for any reason whatsoever, all future
compensation to which Employee is entitled and all future
benefits for which Employee is eligible shall cease and
terminate. Employee shall be entitled to pro rata salary through
the date of such termination, but Employee shall not be entitled
to any individual bonuses or individual incentive compensation
not yet paid at the date of such termination.
ARTICLE 5: UNITED STATES FOREIGN CORRUPT PRACTICES ACT AND OTHER
LAWS:
5.1 Employee shall at all times comply with United States laws
applicable to Employee's actions on behalf of Employer, including
specifically, without limitation, the United States Foreign
Corrupt Practices Act, generally codified in 15 USC 78 ("FCPA"),
as the FCPA may hereafter be amended, and/or its successor
statutes. If Employee pleads guilty to or nolo contendere or
admits civil or criminal liability under the FCPA or other
applicable United States law, or if a court finds that Employee
has personal civil or criminal liability under the FCPA or other
applicable United States law, or if a court finds that Employee
committed an action resulting in any Employer entity having civil
or criminal liability or responsibility under the FCPA or other
applicable United States law with knowledge of the activities
giving rise to such liability or knowledge of facts from which
Employee should have reasonably inferred the activities giving
rise to liability had occurred or were likely to occur, such
action or finding shall constitute "cause" for termination under
this Agreement unless Employer's management committee (or, if
there is no management committee, the highest applicable level of
Employer's management) determines that the actions found to be in
violation of the FCPA or other applicable United States law were
taken in good faith and in compliance with all applicable
policies of Employer.
ARTICLE 6: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:
6.1 All information, ideas, concepts, improvements,
discoveries, and inventions, whether patentable or not, which are
conceived, made, developed or acquired by Employee, individually
or in conjunction with others, during Employee's employment by
Employer (whether during business hours or otherwise and whether
on Employer's premises or otherwise) which relate to Employer's
business, products or services (including, without limitation,
all such information relating to corporate opportunities,
research, financial and sales data, pricing and trading terms,
evaluations, opinions, interpretations, acquisition prospects,
the identity of customers or their requirements, the identity of
key contacts within the customer's organizations or within the
organization of acquisition prospects, or marketing and
merchandising techniques, prospective names, and marks) shall be
disclosed to Employer and are and shall be the sole and exclusive
property of Employer. Moreover, all drawings, memoranda, notes,
records, files, correspondence, drawings, manuals, models,
specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas,
concepts, improvements, discoveries, and inventions are and shall
be the sole and exclusive property of Employer.
6.2 Employee acknowledges that the business of Employer and
its affiliates is highly competitive and that their strategies,
methods, books, records, and documents, their technical
information concerning their products, equipment, services, and
processes, procurement procedures and pricing techniques, the
names of and other information (such as credit and financial
data) concerning their customers and business affiliates, all
comprise confidential business information and trade secrets
which are valuable, special, and unique assets which Employer or
its affiliates use in their business to obtain a competitive
advantage over their competitors. Employee further acknowledges
that protection of such confidential business information and
trade secrets against unauthorized disclosure and use is of
critical importance to Employer and its affiliates in maintaining
their competitive position. Employee hereby agrees that Employee
will not, at any time during or after his or her employment by
Employer, make any unauthorized disclosure of any confidential
business information or trade secrets of Employer or its
affiliates, or make any use thereof, except in the carrying out
of his or her employment responsibilities hereunder. As a result
of Employee's employment by Employer, Employee may also from time
to time have access to, or knowledge of, confidential business
information or trade secrets of third parties, such as customers,
suppliers, partners, joint venturers, and the like, of Employer
and its affiliates. Employee also agrees to preserve and protect
the confidentiality of such third party confidential information
and trade secrets to the same extent, and on the same basis, as
Employer's confidential business information and trade secrets.
Employee acknowledges that money damages would not be sufficient
remedy for any breach of this Article 6 by Employee, and Employer
shall be entitled to enforce the provisions of this Article 6 by
terminating any payments then owing to Employee under this
Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies
shall not be deemed the exclusive remedies for a breach of this
Article 6, but shall be in addition to all remedies available at
law or in equity to Employer, including the recovery of damages
from Employee and his or her agents involved in such breach.
6.3 All written materials, records, and other documents
made by, or coming into the possession of, Employee during the
period of Employee's employment by Employer which contain or
disclose confidential business information or trade secrets of
Employer or its affiliates shall be and remain the property of
Employer or its affiliates, as the case may be. Upon termination
of Employee's employment by Employer, for any reason, Employee
promptly shall deliver the same, and all copies thereof, to
Employer.
6.4 If, during Employee's employment by Employer, Employee
creates any original work of authorship fixed in any tangible
medium of expression which is the subject matter of copyright
(such as videotapes, written presentations on acquisitions,
computer programs, drawings, maps, architectural renditions,
models, manuals, brochures, or the like) relating to Employer's
business, products, or services, whether such work is created
solely by Employee or jointly with others (whether during
business hours or otherwise and whether on Employer's premises or
otherwise), Employee shall disclose such work to Employer.
Employer shall be deemed the author of such work if the work is
prepared by Employee in the scope of his or her employment; or,
if the work is not prepared by Employee within the scope of his
or her employment but is specially ordered by Employer as a
contribution to a collective work, as a part of a motion picture
or other audiovisual work, as a translation, as a supplementary
work, as a compilation, or as an instructional text, then the
work shall be considered to be work made for hire and Employer
shall be the author of the work. If such work is neither
prepared by the Employee within the scope of his or her
employment nor a work specially ordered and is deemed to be a
work made for hire, then Employee hereby agrees to assign, and by
these presents does assign, to Employer all of Employee's world
wide right, title, and interest in and to such work and all
rights of copyright therein.
6.5 Both during the period of Employee's employment by
Employer and thereafter, Employee shall assist Employer and its
nominee, at any time, in the protection of Employer's worldwide
right, title, and interest in and to information, ideas,
concepts, improvements, discoveries, and inventions, and its
copyrighted works, including without limitation, the execution of
all formal assignment documents requested by Employer or its
nominee and the execution of all lawful oaths and applications
for applications for patents and registration of copyright in the
United States and foreign countries.
ARTICLE 7: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:
7.1 As part of the consideration for the compensation and
benefits to be paid to Employee hereunder, in keeping with
Employee's duties as a fiduciary and in order to protect
Employer's interests in the confidential information of Employer
and the business relationships developed by Employee with the
clients and potential clients of Employer, and as an additional
incentive for Employer to enter into this Agreement, Employer and
Employee agree to the non-competition provisions of this Article
7. Employee agrees that during the period of Employee's non-
competition obligations hereunder, Employee will not, directly or
indirectly for Employee or for others, in any geographic area or
market where Employer is conducting any business as of the date
of termination of the employment relationship or has during the
previous twelve months conducted any business:
(i) engage in any business competitive with the business
conducted by Employer;
(ii) render advice or services to, or otherwise assist, any
other person, association, or entity who is engaged, directly or
indirectly, in any business competitive with the business
conducted by Employer;
(iii) induce any employee of Employer to terminate his
or her employment with Employer, or hire or assist in the hiring
of any such employee by any person, association, or entity not
affiliated with Employer.
These non-competition obligations shall extend until the earlier
of (a) expiration of the Term or (b) one year after termination
of the employment relationship. Further, if Employer ceases to
be publicly traded, Employee may exercise his right to
voluntarily resign under Section 3.2(ii). If Employee exercises
such right, these non-competition obligations shall expire
immediately and have no further force and effect, and the
Employer shall have no further obligations to Employee under this
Agreement.
7.2 Employee understands that the foregoing restrictions
may limit his or her ability to engage in certain businesses
anywhere in the world during the period provided for above, but
acknowledges that Employee will receive sufficiently high
remuneration and other benefits (e.g., the right to receive
compensation under Section 3.5 for the remainder of the Term upon
Involuntary Termination) under this Agreement to justify such
restriction. Employee acknowledges that money damages would not
be sufficient remedy for any breach of this Article 6 by
Employee, and Employer shall be entitled to enforce the
provisions of this Article 7 by terminating any payments then
owing to Employee under this Agreement and/or to specific
performance and injunctive relief as remedies for such breach or
any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 7, but shall be
in addition to all remedies available at law or in equity to
Employer, including, without limitation, the recovery of damages
from Employee and his or her agents involved in such breach.
7.3 It is expressly understood and agreed that Employer and
Employee consider the restrictions contained in this Article 7 to
be reasonable and necessary to protect the proprietary
information of Employer. Nevertheless, if any of the aforesaid
restrictions are found by a court having jurisdiction to be
unreasonable, or overly broad as to geographic area or time, or
otherwise unenforceable, the parties intend for the restrictions
therein set forth to be modified by such courts so as to be
reasonable and enforceable and, as so modified by the court, to
be fully enforced.
ARTICLE 8: MISCELLANEOUS:
8.1 For purposes of this Agreement the terms "affiliates"
or "affiliated" means an entity who directly, or indirectly
through one or more intermediaries, controls, is controlled by,
or is under common control with Employer.
8.2 Employee shall refrain, both during the employment
relationship and after the employment relationship terminates,
from publishing any oral or written statements about Employer,
any of its subsidiaries or affiliates, or any of such entities'
officers, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or
confidential information about Employer, any of its subsidiaries
or affiliates, or any of such entities' business affairs,
officers, employees, agents, or representatives; or that
constitute an intrusion into the seclusion or private lives of
Employer, any of its subsidiaries or affiliates, or such
entities' officers, employees, agents, or representatives; or
that give rise to unreasonable publicity about the private lives
of Employer, any of its subsidiaries or affiliates, or any of
such entities' officers, employees, agents, or representatives;
or that place Employer, any of its subsidiaries or affiliates, or
any of such entities' officers, employees, agents, or
representatives in a false light before the public; or that
constitute a misappropriation of the name or likeness of
Employer, any it its subsidiaries or affiliates, or any of such
entities' officers, employees, agents, or representatives. A
violation or threatened violation of this prohibition may be
enjoined by the courts.
8.3 For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall
be deemed to have been duly given when personally delivered or
when mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Employer, to:
EOG Resources, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President, Human Resources,
Administration, & Corporate Secretary
If to Employee, to the address shown on the first page
hereof.
Either Employer or Employee may furnish a change of address to
the other in writing in accordance herewith, except that notices
of changes of address shall be effective only upon receipt.
8.4 This Agreement 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 the Agreement to
the laws of another State or country.
8.5 No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require
compliance with, any condition or provision of this Agreement
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
8.6 If a dispute arises out of or related to this
Agreement, other than a dispute regarding Employee's obligations
under Article 6, or Article 7, and if the dispute cannot be
settled through direct discussions, then Employer and Employee
agree to first endeavor to settle the dispute in an amicable
manner by mediation, before having recourse to any other pro
ceeding or forum.
8.7 Each of Employer and Employee is a citizen of the State
of Texas. Employer's principal place of business is in Houston,
Xxxxxx County, Texas. Employee resides in Xxxxxx County, Texas.
This Agreement was negotiated and signed in Houston, Texas. This
Agreement shall be performed in Houston, Texas. Any litigation
that may be brought by either Employer or Employee involving the
enforcement of this Agreement or the rights, duties, or
obligations of this Agreement, shall be brought exclusively in
the State or federal courts sitting in Houston, Xxxxxx County,
Texas. In the event that service of process cannot be effected
upon a party, each party hereby irrevocably appoints the
Secretary of State for the State of Texas as its or his agent for
service of process to receive the summons and other pleadings in
connection with any such litigation.
8.8 It is a desire and intent of the parties that the
terms, provisions, covenants, and remedies contained in this
Agreement shall be enforceable to the fullest extent permitted by
law. If any such term, provision, covenant, or remedy of this
Agreement or the application thereof to any person, association,
or entity or circumstances shall, to any extent, be construed to
be invalid or unenforceable in whole or in part, then such term,
provision, covenant, or remedy shall be construed in a manner so
as to permit its enforceability under the applicable law to the
fullest extent permitted by law. In any case, the remaining
provisions of this Agreement or the application thereof to any
person, association, or entity or circumstances other than those
to which they have been held invalid or unenforceable, shall
remain in full force and effect.
8.9 This Agreement shall be binding upon and inure to the
benefit of Employer and any other person, association, or entity
which may hereafter acquire or succeed to all or substantially
all of the business or assets of Employer by any means whether
direct or indirect, by purchase, merger, consolidation, or
otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of
Employee shall not be voluntarily or involuntarily assigned,
alienated, or transferred, whether by operation of law or
otherwise, without the prior written consent of Employer.
8.10 There exist other agreements between Employer and
Employee relating to the employment relationship between them,
e.g., agreements with respect to compensation and benefit plans.
With the exception of the Change of Control Agreement referred to
in Section 9.1, which shall remain in full force and effect, this
Agreement replaces and merges previous agreements and discussions
pertaining to the following subject matters covered herein: the
nature of Employee's employment relationship with Employer and
the term and termination of such relationship. This Agreement
constitutes the entire agreement of the parties with regard to
such subject matters, and contains all of the covenants,
promises, representations, warranties, and agreements between the
parties with respect such subject matters. Each party to this
Agreement acknowledges that no representation, inducement,
promise, or agreement, oral or written, has been made by either
party with respect to such subject matters, which is not embodied
herein, and that no agreement, statement, or promise relating to
the employment of Employee by Employer that is not contained in
this Agreement shall be valid or binding. Any modification of
this Agreement will be effective only if it is in writing and
signed by each party whose rights hereunder are affected thereby,
provided that any such modification must be authorized or
approved by the Board of Directors of Employer.
ARTICLE 9: CHANGE OF CONTROL:
9.1 Contemporaneously with the execution of this Agreement,
the parties have executed a Change of Control Agreement dated
June 15, 2005 (as amended from time to time, the "Change of
Control Agreement"). If during the term of the Change of Control
Agreement, a Change of Control (as that term is defined in the
Change of Control Agreement) occurs or is deemed to have occurred
under such agreement, then for the period of time from the
occurrence of the Change of Control through the second
anniversary of the Change of Control (the "Applicable Period"),
the following provisions will apply:
(a) The following shall be substituted in lieu of Section 3.1(i)
of this Agreement during the Applicable Period:
(i) if, under the Change of Control Agreement, an Event of
Termination for Cause (as that term is defined in the Change of
Control Agreement) shall have occurred;
(a) The following shall be substituted in lieu of Section
3.1(iv) of this Agreement during the Applicable Period:
(iv) if, under the Change of Control Agreement, Employee's
Disability (as that term is defined in the Change of Control
Agreement) shall have occurred.
(c) If the termination of Employee's employment occurs for
any reason during the Applicable Period, then (i) the
provisions of Section 7 of the Change of Control
Agreement shall apply in lieu of the provisions of
Sections 3.3 through 3.7 of this Agreement, (ii) the
provisions of Article 7 of this Agreement shall not
apply to Employee, and (iii) the provisions of Section
12 of the Change of Control Agreement shall apply in
lieu of the provisions of Section 8.6 of this
Agreement.
IN WITNESS WHEREOF, Employer and Employee have duly executed
this Agreement in multiple originals to be effective on the date
first stated above.
EOG RESOURCES, INC.
By: /s/ XXXXXXXX XXXXXXX
Name: Xxxxxxxx Xxxxxxx
Title: Vice President, Human Resources,
Administration & Corporate Secretary
This 15th day of June, 2005
XXXXXX X. XXXXXX, III
/s/ XXXXXX X. XXXXXX, III
This 15th day of June, 2005
EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN EOG RESOURCES, INC. AND XXXXXX X. XXXXXX, III
Employee Name: Xxxxxx X. Xxxxxx, III
Initial Term: June 15, 2005 through May 31, 2009
Renewal: After May 31, 2009, Agreement will
automatically be renewed annually for a one-
year term unless either Employee or Employer
provides a 120-day prior written notice of
intent not to renew.
Position: President and Chief of Staff
Location: Houston, Texas
Reporting Relationship: Reports to Xxxx X. Xxxx, Chairman and
Chief Executive Officer
Minimum Annual
Base Salary: Four Hundred Eighty-five Thousand Dollars ($485,000) per year
Bonus: Employee shall be eligible to
participate in the EOG Resources, Inc. Executive Officer Annual
Bonus Plan, at a target of 100% of Annual Base Salary. Such
bonus may be paid in a combination of cash, stock options, and/or
phantom stock units, as determined by the Compensation Committee
of Employer's Board of Directors.
Long-term Incentives: Employee shall be eligible to
receive grants under the EOG Resources, Inc. 1992 Stock Plan, as
amended and restated effective May 4, 2004, or such other equity
compensation plans established from time to time by Employer,
consistent with similarly situated executives, as determined from
time to time by the Compensation Committee of Employer's Board of
Directors.
EOG RESOURCES, INC.
By: /s/ XXXXXXXX XXXXXXX
Name: Xxxxxxxx Xxxxxxx
Title: Vice President, Human Resources,
Administration & Corporate Secretary
This 15th day of June, 2005
XXXXXX X. XXXXXX, III
/s/ XXXXXX X. XXXXXX III
This 15th day of June, 2005
