0000821189-11-000036 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 6th, 2011 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This Change of Control Agreement (“Agreement”) between EOG Resources, Inc., a Delaware corporation (the “Company”), and William R. Thomas (the “Employee”) is effective as of this 12th day of January, 2011 (the “Effective Date”). Certain capitalized terms used herein are defined in Section 21.

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EOG RESOURCES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 6th, 2011 • Eog Resources Inc • Crude petroleum & natural gas

This Grant of Options is governed by the terms and conditions of the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (the “Plan”), which is hereby made a part of this Grant Agreement. A copy of the Plan is available upon request to the Human Resources Department of EOG Resources, Inc. (the “Company”). All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan.

EOG RESOURCES, INC. STOCK-SETTLED STOCK APPRECIATION RIGHT AGREEMENT
Stock Appreciation Right Agreement • May 6th, 2011 • Eog Resources Inc • Crude petroleum & natural gas

This SAR Grant is governed by the terms and conditions of the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (the “Plan”), which is hereby made a part of this Grant Agreement. A copy of the Plan is available upon request to the Human Resources Department of EOG Resources, Inc. (the “Company”). All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 6th, 2011 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This Employment Agreement ("Agreement"), including the attached Exhibit "A," is entered into between EOG Resources, Inc., a Delaware corporation, having offices at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002 ("Employer"), and William R. Thomas, an individual currently residing at 3652 Monticello Drive, Fort Worth, Texas 76107 ("Employee"), to be effective as of February 1, 2011 (the "Effective Date").

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