EXHIBIT 10.3
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment, entered into and made effective as of
March 16, 2009, by and between EOG Resources, Inc.
("Employer") and Gary L. Thomas ("Employee"), is an
amendment of that certain Executive Employment Agreement, dated
effective as of June 15, 2005, between Employer 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. Exhibit A to the
Agreement is hereby deleted in its entirety and a new Exhibit A, in
the form attached hereto as Exhibit A and effective as of March 16,
2009, is substituted therefor.
2. The information
with respect to Employer set forth in Section 8.3 of the Agreement
is hereby deleted in its entirety and replaced with the
following:
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
Attention: Vice President, Human Resources and Administration
3. Section 3.11 of
the Agreement is hereby amended and restated to provide as
follows:
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 (the "Code"). Any such restructuring shall not
reduce the value of such benefits and payments. Upon the Employee's
termination of employment with the Employer, in no event shall any
payment or provision of benefits be made prior to the date that is
six months after the Employee's termination of employment to the
extent such payment delay is required under Section
409A(a)(2)(B)(i) of the Code. For purposes of any payments or
provision of benefits under this Agreement, the Employee shall not
be considered to have terminated employment unless the Emplo
