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This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. Effect of
Certain Transactions and Change of Control
The 2008 Plan provides that appropriate adjustments may be made
to any outstanding award in case of any change in our
outstanding Common Stock by reason of a recapitalization,
reorganization, subdivision, merger, consolidation, combination,
exchange, stock dividend or other relevant change to our capital
structure.
For any award granted under the 2008 Plan, the Compensation
Committee may specify the effect of a change in control of EOG
upon that award. Unless otherwise provided in an award
agreement, if a transaction that constitutes a change in
control, as defined in the 2008 Plan, occurs, then upon the date
a press release is issued announcing a pending stockholder vote
or other transaction which, if approved or consummated, would
constitute a change in control or a tender offer or exchange
offer is publicly announced or commenced which, if consummated,
would constitute a change in control, (i) any and all
outstanding options and stock appreciation rights become vested
and exercisable, (ii) any and all restricted stock units
become vested and payable and all restrictions on any and all
restricted stock lapse and (iii) any and all outstanding
performance units and performance shares vest and become payable
as if any applicable performance objectives were met at the
target level.
In the event of a change in capitalization as defined in the
2008 Plan, adjustments and other substitutions will be made to
the 2008 Plan, including adjustments to the maximum number of
shares subject to the 2008 Plan, the number and class of shares
subject to awards and, if applicable, the exercise price of
outstanding awards.
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