EXHIBIT 10.5
FIRST AMENDMENT
TO
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
This First Amendment, entered into and made effective as of
April 30, 2009, 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 ("Agreement").
WHEREAS, the parties desire to amend the Agreement as provided
herein;
NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the adequacy, sufficiency and receipt
of which are hereby acknowledged, the parties agree as follows:
1. The information
with respect to the Company set forth in Section 9(b) of the
Agreement is hereby deleted in its entirety and replaced with the
following:
(b) if to the Company, at 1111 Bagby, Sky Lobby
2, Houston, Texas 77002, directed to the attention of the Company's
Chairman of the Board,
2. Section 20 of
the Agreement is hereby amended and restated to provide as
follows:
SECTION 20. CODE SECTION
409A.
The parties hereto will act in good
faith to equitably restructure any payments and benefits provi
