EXHIBIT 10.2(b)
NONQUALIFIED
SUPPLEMENTAL
DEFERRED
COMPENSATION PLAN
ADOPTION
AGREEMENT
This adoption agreement and the accompanying plan document have
not been approved by the Department of Labor, Internal Revenue
Service, Securities Exchange Commission, or any other governmental
entity. Employers may not rely on this document or the accompanying
plan document to ensure any particular tax consequences with
respect to the Employer's particular situation, nor do these
documents constitute legal or tax advice. Pen-Cal and its employees
cannot provide legal or tax advice in connection with these
documents. Employers must determine the extent to which the Plan is
subject to Federal or state securities laws. You should have your
attorney review this document and the accompanying plan document
before adopting the documents. This adoption agreement and
accompanying plan document cannot be used in order to avoid
penalties that may be imposed on the taxpayer.
NONQUALIFIED
SUPPLEMENTAL
DEFERRED
COMPENSATION PLAN
ADOPTION
AGREEMENT
ADOPTION OF
PLAN -- [Select
one]
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Adoption - The undersigned _____ (the "Employer")
hereby adopts as a Nonqualified Deferred Compensation Plan for the
individuals identified in Item 5 herein the form of Plan known as
the Nonqualified Supplemental Deferred Compensation Plan.
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Amendment of Previous Nonqualified Deferred Compensation
Plan - With "Grandfathered" Amounts - EOG Resources,
Inc. (the "Employer") previously has adopted a Nonqualified
Deferred Compensation Plan, known as the EOG Resources, Inc.
1996 Deferral Plan [enter name of previous
plan], and the execution of this Adoption Agreement
constitutes an amendment to that Plan, effective only for
Deferrals, Contributions, earnings, gains, losses, depreciation and
appreciation vested and credited thereto or debited therefrom on
and after the Effective Date listed in Section 2 below, or, if
otherwise determined by the Employer, on and after January 1, 2005
with respect to Plan provisions required under Section 409A of the
Internal Revenue Code and the regulations thereunder. All other
amounts in the plan shall be subject to the provisions of the
previous plan document. This option is appropriate if the previous
plan contains grandfathered amounts not subject to Section 409A of
the Internal Revenue Code. Grandfathered amounts were contributed
to the plan prior to January 1, 2005 under the terms of the plan in
effect prior to October 4, 2004, and those plan terms have not
since been materially modified. Grandfathered amounts and earnings
will be administered under the terms of the prior plan
document.
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Restatement of Previous Nonqualified Deferred Compensation
Plan - _______ (the "Employer") previously has
adopted a Nonqualified Deferred Compensation Plan, known as the
________ [enter name of previous plan], and the
execution of this Adoption Agreement constitutes a restatement of
that Plan, effective as of the Effective Date listed in Section 2
below for all funds under the Plan. This option is appropriate if
the previous plan does not contain "grandfathered" amounts (see
description above), or if Employer wishes to apply Section 409A
rules to all amounts in the plan (even pre-2005 amounts), or if
previous plan has been materially modified and thus become subject
to Section 409A.
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NAME OF
PLAN
The name of this Plan as adopted by the Employer is the
[enter name of Plan] EOG Resources, Inc. 409A
Deferred Compensation Plan (the "Plan").
INDIVIDUALIZED
PLAN INFORMATION
With respect to the variable features contained in the Plan, the
Employer hereby makes the following selections granted under the
provisions of the Plan:
1. Adopting
Entity. The Employer adopts the Plan as:
List type of business entity (corporation, partnership,
controlled group of corporations, etc.) Corporation
List each Employer adopting the Plan and Employer
Identification Number (EIN) :
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Name of Employer:
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EOG Resources, Inc.
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EIN:
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76-0493859
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Name of Employer:
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EOG Resources Expat Services, Inc.
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EIN:
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76-0493859
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Name of Employer:
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EIN:
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Name of Employer:
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EIN:
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Name of Employer:
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EIN:
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(attach additional lists as necessary)
The adopting Employers and the Employer are referred to herein
collectively as the "Employer."
Select state of controlling law (see Section 10.7 of Plan
Document):
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State of incorporation;
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___________
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State of domicile
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Texas
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2. Effective
Date . The "Effective Date" of the adoption of this Plan, this
Plan
amendment or this Plan restatement is [enter date]
January 1, 2005.
3.
Plan Year . The "Plan year" of the Plan
shall be [select one] :
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the calendar year.
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the fiscal year or other 12- month period ending on the last day
of _______ [specify month] .
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a short Plan year beginning on __________, ________ and ending
on _______, ________; and thereafter the Plan year shall be as
indicated in (a) or (b) above.
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4.
Plan Administrator . The "Administrator"
of the Plan is the Plan Committee, which shall consist of not
more than 3 persons appointed by the Chief Executive
Officier.
[fill in the name(s) of the individual(s) or job title(s)
or entity (such as a committee) that is (are) responsible for
administration of the Plan] , and such other person(s) or
entity as the Employer shall appoint from time to time.
5.
Eligible Individuals . The following
shall be eligible to participate in the Plan: [select all
that apply - do not list individual names]:
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A select group of management or highly-compensated Employees as
designated by the Employer in separate resolutions or
agreements;
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Employee Board Members;
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Non-Employee Board Members;
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Other Service Providers (i.e., independent contractors,
consultants, etc.)
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Employees or other Service Providers above the following
Compensation threshold: [enter dollar amount] $
________;
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Employees with the following job titles: [enter job
title(s); for example, "Vice President and above"]
_________
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Other: [enter description] _______
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6.
Eligibility Timing. Eligibility timing selected below shall
apply uniformly to all Participant Deferrals (including
Performance-Based Bonus Deferrals), as well as Employer Matching
Contributions and Other Employer Contributions, unless otherwise
indicated. If the Employer wishes to provide for separate
eligibility rules for different types of Compensation (for example,
Salary vs. Bonus), or for types of Contributions (for example,
Employer Matching Contributions vs. Participant Deferrals), mark
"Other" below and attach exhibits as necessary [select
one]:
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Eligible immediately upon properly completed designation by the
Plan administrator or Employer;
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Eligible after the following period of employment, Board
service, etc. [enter number of days, months or years, for
example, 90 days] _______;
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Other [enter description]: Designated by the
committee.
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7.
Types and Amounts of Participant Deferrals [
select all that apply and enter minimum and maximum percentages
in increments of one percent (for example, Salary minimum 0%
maximum 100%). Note that no Deferral election can reduce a
Participant's Compensation below the amount necessary to satisfy
required withholding for FICA/Medicare/income taxes, required
Participant Contributions into another Employer-sponsored benefit
plan such as medical insurance, 401(k) loan repayments,
etc.]:
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Salary [select one] :
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percentage [enter minimum 1 % and
maximum 50 % ]
or
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fixed dollar amount [enter minimum $2,000
].
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Non-Performance-Based Bonus [select one] :
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percentage [enter minimum _______ % and
maximum ________% ]
or
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fixed dollar amount [enter minimum
$_________].
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Performance-Based Bonus [select one and enter performance
period (for example, 12-month period ending each March 31 ]
: performance period from
January 1 to December 31.
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percentage [enter minimum 1% and maximum 100%
]
or
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fixed dollar amount [enter minimum $2,000] .
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Commissions [select one]:
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percentage [enter minimum ______% and maximum _______%]
9;
or
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fixed dollar amount [enter minimum $______].
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Board of Directors Fees/Retainer (note - should not include
expense reimbursements):
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percentage [enter minimum 1 % and, maximum
100 %]
or
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fixed dollar amount [enter minimum $ 2,000 ].
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Other Service Provider Fees or other earned income from the
Employer:
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percentage [enter minimum ______% and, maximum _______%]
9;
or
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fixed dollar amount [enter minimum $______].
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401(k) Refund (amount deferred from Participant's regular
Compensation equal in value to any refund paid to Participant in
that year resulting from excess deferrals in Employer's 401(k) plan
- see Subsection 2.9 of Plan document for definition.)
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Other [enter description]:
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Amounts to be contributed by EOG on the participants' behalf
into the Deferred Compensation Plan due to exceeding plan limits in
the Money Purchase Pension and Savings Plans.
8.
Definition of Compensation for Purposes of
Making Plan Contributions [select one]:
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Same definition of Compensation as in Employer's 401(k) or other
applicable qualified retirement plan, earned while the Participant
is an Eligible Individual, as determined by the Employer.
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Participant's total wages, salary, commissions, overtime, bonus,
etc. for a given year which the Employer is required to report on
Form W-2 or other appropriate form, (or, in the case of Board
members, Board fees and retainer only, but not including expense
reimbursements)(or, in the case of Other Service Providers, the
Participant's total remuneration from the Employer for a given year
pursuant to the agreement to provide services to the Employer),
earned while the Participant is an Eligible Individual as
determined by the Employer.
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Other [enter description]: __________
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9.
Expiration of Participant's Deferral
Elections [select all that apply]:
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Renewed Each Year: Participant's Deferral Elections must
be renewed each year during the open enrollment period ending no
later than December 31 prior to the effective Plan year (or, in the
case of Performance-Based Bonuses, no less than 6 months prior to
the end of the applicable performance period).
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For all types of Compensation Deferrals.
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For Salary Deferrals only -- other types of Deferrals are
"evergreen".
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For Performance-Based Bonus only -- other types of Deferrals are
"evergreen".
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Other: [specify] _________
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Evergreen: Participant's Deferral Elections will be
"evergreen" (i.e., will continue indefinitely until the
Participant's Termination Date unless changed by the Participant -
so each year the Participant will be deemed to have the same
election in place as the prior year unless actively changed by the
Participant during the open enrollment period ending no later than
December 31 prior to the effective Plan year or, in the case of
Performance-Based Bonuses, no less than 6 months prior to the end
of the applicable performance period).
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For all types of Compensation Deferrals.
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For Salary Deferrals only -- other types of Deferrals are
renewed each year.
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For Performance-Based Bonus only -- other types of Deferrals are
renewed each year.
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Other: [specify] ___________
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10.
Employer Contributions [select all that apply]: .
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(a)
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No Employer Contributions.
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(b)
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Matching Contributions on all Participant Compensation Deferrals
[also complete Items 11 through 14 ].
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(c)
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Matching Contributions on certain types of Compensation
Deferrals (for example, Matching Contributions on Participant
Performance-Based Bonus Deferrals, etc.) [attach explanation
describing which types of deferrals will be matched and also
complete Items 11 through 14]
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(d)
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Employer Contributions other than Matching Contributions
[complete Item 15] (amount or formula for determining
and allocating such contributions should be documented in writing
when determined, and such writings will form part of the Plan).
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11.
Amount of Matching Contribution on Participant Compensation
Deferrals . If the Employer has specified in Item 10(b) or (c)
that it will make Matching Contributions on behalf of Participants
based on their Compensation Deferrals, such Matching Contributions
will be in an amount determined as follows for the applicable
period selected in Item 13 below: [Select (a), (b), (c), (d)
or (e) below - if Employer has indicated in 10(c) above that
Matching Contributions will be made on certain types of Participant
Compensation Deferrals and if Employer wishes for different
Matching formulas to be used for different types of Participant
Compensation Deferrals, Employer should attach additional copies of
this Item 11 completed for each type of Participant Compensation
Deferral that is matched. ]
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(a)
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_______% of the Compensation Deferrals made by each Participant
during the applicable period.
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(b)
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At a percentage determined from time to time in the discretion
of the Employer of each Participant's Compensation Deferrals for
the applicable period (percentage should be documented in writing
when determined, and such writings will form part of the plan).
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[ Optional: If 11(a) or (b) above is selected, the
Employer may also specify here that it will not match Compensation
Deferrals in excess of $______ or _____% of each Participant's
Compensation during the applicable period - specify
either a dollar amount or a whole percentage. If no
limit is entered here, the assumption is that 100% of the
Participant's Compensation Deferrals will be matched at the
applicable percentage.]
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(c)
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______% of the portion of each Participant's Compensation
Deferral Contributions during the applicable period which does not
exceed _____% of the Participant's Compensation for such period;
plus ______% of the portion, if any, of each Participant's
Compensation Deferral Contributions during the applicable period
which exceeds ______% but does not exceed ______% of the
Participant's Compensation for such period.
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[ Note: Example for 11(c) above - select
this option if Employer wants to match different percentages and
different levels of deferral - for example, 100% of the first 3% of
compensation deferred, and 50% of the next 2%]
