EXHIBIT
10.4(a)
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment, entered into and made effective as of
April 30, 2009, by and between EOG Resources, Inc.
("Employer") and Frederick J. Plaeger, II ("Employee"), is
an amendment of that certain Executive Employment Agreement, dated
effective as of April 23, 2007, 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 April 30,
2009, is substituted therefor.
2. 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
