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This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. General
Terms
Any employee or non-employee director of EOG (hereinafter, a
“participant”) is eligible to receive awards under the
2008 Plan.
The 2008 Plan provides for awards of incentive stock options,
non-qualified stock options, SARs, restricted stock, restricted
stock units, performance stock, performance units and other
stock-based awards.
The aggregate number of shares of our Common Stock authorized
for grant under the 2008 Plan is 6,000,000. The aggregate number
of shares of our Common Stock authorized for grant under the
2008 Plan (a) as restricted stock, restricted stock units,
performance stock, performance unit or other stock-based awards
is 2,400,000, (b) as incentive stock options (“ISOs”)
is 1,000,000 and (c) as non-qualified stock options
(“NQSOs”) or SARs is 6,000,000. As of March 14,
2008 (the Record Date), the aggregate fair market value of the
maximum number of shares that may be granted under the 2008 Plan
was approximately $756,600,000, based on the closing price per
share of our Common Stock of $126.10 on the NYSE on that date.
Each share of our Common Stock that is subject to an award
counts as one share of Common Stock against the aggregate
authorized number. The maximum number of shares that may be
granted during any fiscal year under the 2008 Plan for certain
types of awards is set forth in the chart below:
Generally, if an award granted under the 2008 Plan is forfeited
or cancelled for any reason, the shares allocable to the
forfeited or cancelled portion of the award may again be subject
to an award granted under the 2008 Plan. If shares are delivered
to satisfy the exercise price of any option award or are used to
exercise a SAR, those shares will not again be available under
the 2008 Plan. If any shares are withheld to satisfy tax
obligations associated with any award, those shares will not
again be available under the 2008 Plan.
The Board may amend the terms of the 2008 Plan at any time,
subject to the stockholder approval requirements of applicable
law, the NYSE and other rules and regulations applicable to EOG.
Awards granted under the 2008 Plan are non-transferable by the
holder other than under a qualified domestic relations court
order or by will or under the laws of descent and distribution,
and are generally exercisable during the holder’s lifetime
only by the holder.
In case of certain corporate acquisitions by EOG, awards may be
granted under the 2008 Plan in substitution for stock options or
other awards held by employees of other entities who are about
to become employees of EOG. The terms and conditions of such
substitute awards may vary from the terms and conditions set
forth in the 2008 Plan to such extent as the Board may deem
appropriate to conform to the provisions of the award for which
the substitution is being granted.
The Board may establish certain performance goals applicable to
performance stock awards and performance unit awards granted
under the 2008 Plan. Information relating to the specific
performance criteria that may be used in connection with these
performance goals are described in more detail below.
The 2008 Plan will have a term of 10 years, unless
terminated earlier.
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