EXHIBIT 10.6
FIRST AMENDMENT
TO THE
EOG RESOURCES, INC. CHANGE OF CONTROL SEVERANCE PLAN
This First Amendment to the EOG Resources, Inc. Change of
Control Severance Plan ("Amendment") is executed effective as of
April 30, 2009, and is an amendment to the EOG Resources, Inc.
Change of Control Severance Plan, dated effective as of June 15,
2005 ("Plan").
WHEREAS, EOG Resources, Inc. ("Company") desires to amend the
Plan as provided herein;
NOW, THEREFORE, pursuant to Section 9 of the Plan, Section 15 of
the Plan is hereby amended and restated to provide as follows:
Section 15 - Section 409A.
Notwithstanding anything herein to the contrary, the Company shall
restructure any payments and benefits provided for in this Plan to
the extent determined by the Plan Administrator, in its sole
discretion and without the consent of any eligible employee, to be
necessary to comply with Section 409A of the Code, provided that no
interest shall be due with respect to any delay of payments or
provision of benefits caused by any such restructuring and that any
such restructuring shall not otherwise reduce the value of such
payments and benefits. Upon any eligible employee's Involu
