EOG » Topics » Payments Made Upon Retirement

This excerpt taken from the EOG DEF 14A filed Mar 25, 2009.
Payments Made Upon Retirement
 
Retirement at or After Age 62
 
Retirement is not addressed in any Named Officer’s employment agreement. Thus, in the event a Named Officer retires at or after age 62, he would be entitled to the same benefits as any other retiring employee, including benefits under our plans described under “Retirement Plans” below. In addition, in accordance with the terms of the applicable plan and grant agreements, upon any employee’s retirement at or after age 62,
 
  •  all restrictions on restricted stock units lapse and the shares are released six months after the retirement date; and
 
  •  all unvested stock options/SARs become 100% vested on the date of retirement.
 
Early Retirement and Involuntary Termination (Not for Cause) at or After Age 55
 
Early retirement is also not addressed in any Named Officer’s employment agreement. Thus, in the event a Named Officer chooses to retire at or after age 55 but prior to age 62 and the retirement is designated in writing by us as a “Company-approved retirement prior to age 62,” he would be entitled to the same benefits as any other


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Table of Contents

employee whose retirement was designated as a “Company-approved retirement prior to age 62,” including benefits under our plans described under “Retirement Plans” below. Each Named Officer is eligible for early retirement upon reaching the age of 55 and completing five years of service with EOG. In order to be designated a “Company-approved retirement prior to age 62,” the employee must agree to enter into a six-month non-competition agreement with us. In addition to benefits under the plans described below and in accordance with the terms of the applicable plan and grant agreements, upon any employee’s Company-approved retirement at or after age 55 but prior to age 62,
 
  •  restrictions will lapse six months following the effective date of an EOG-approved retirement on 100% of the restricted stock/restricted stock units granted prior to February 23, 2005;
 
  •  for grants made on or after February 23, 2005, restrictions will lapse six months following the effective date of an EOG-approved retirement on 20% of the restricted stock/restricted stock units for each whole year that has passed since the grant date; and
 
  •  all unvested stock options/SARs become 100% vested six months following the effective date of an EOG-approved retirement,
 
in each case, provided that all provisions of the employee’s non-competition agreement are satisfied.
 
In the event a Named Officer is eligible for early retirement but is involuntarily terminated by EOG other than for cause, such termination will be treated as a “Company-approved retirement prior to age 62,” in which case the Named Officer must agree to enter into a six-month non-competition agreement. Upon satisfactory completion of the six-month non-competition period, the Named Officer will receive the benefits described above as well as the severance benefits described for such Named Officer in the “Potential Payments Upon Termination or Change of Control Table” below.
 
In the event a Named Officer elected retirement or early retirement prior to the expiration of the term of his employment agreement, it would be considered a “Voluntary Termination” under his employment agreement. In the event of a “Voluntary Termination,” the non-competition obligations of each Named Officer subject to an employment agreement will extend until the earlier of one year following the date of the termination or the expiration of the term of their respective employment agreement. In accordance with our policy on “Company-approved retirement prior to age 62,” the Named Officers will receive the benefits described above upon the satisfaction of the six-month non-competition agreement entered into at the time of early retirement, but, to the extent subject to an employment agreement, will remain subject to the full term of the non-competition provision of their respective employment agreement.
 
Retirement Plans
 
We maintain our Savings Plan, a defined contribution plan that qualifies under Section 401(a) of the Code, under which we currently match 100% of an employee’s pre-tax contributions up to 6% of the employee’s annual base salary, subject to statutory limits.
 
We also maintain our Money Purchase Pension Plan, a non-contributory defined contribution plan, that qualifies under Section 401(a) of the Code, under which we contribute 3% to 9%, depending on an employee’s annual base salary and bonus (prior to the application of the premium discussed above under “Bonus — Restricted Stock/Restricted Stock Units (Equity Incentive)”), depending on the employee’s age and years of service with EOG, subject to statutory limits. In 2008, the contribution percentage for each of the Named Officers was 9%, except for Mr. Driggers for whom the contribution percentage was 7%.
 
In addition, we may provide Make Whole Contributions to the Named Officers pursuant to the Deferral Plan.
 
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008.
Payments Made Upon Retirement
 
Retirement After Age 62
 
Retirement is not addressed under the Named Officer employment agreements. Thus, in the event a Named Officer retires after age 62, he would be entitled to the same benefits as any other retiring employee, including benefits under our plans described under “Retirement Plans” below. In addition, in accordance with the terms of the applicable plan and grant agreements, upon any employee’s retirement after age 62,
 
  •  all restrictions on restricted stock/restricted stock units lapse and the shares are released as of the retirement date; and
 
  •  all unvested stock options/SARs become 100% vested on the date of retirement.
 
Early Retirement and Involuntary Termination (Not for Cause) After Age 55
 
Early retirement is also not addressed under the Named Officer employment agreements. Thus, in the event a Named Officer chooses to retire prior to age 62 and the retirement is designated in writing by us as a “Company-


32


 

approved retirement prior to age 62,” he would be entitled to the same benefits as any other employee whose retirement was designated as a “Company-approved retirement prior to age 62,” including benefits under our plans described under “Retirement Plans” below. Each Named Officer is eligible for early retirement upon reaching the age of 55 and completing five years of service with EOG. In order to be designated a “Company-approved retirement prior to age 62,” the employee must agree to enter into a six-month non-competition agreement with us. In addition to benefits under the plans described below and in accordance with the terms of the applicable plan and grant agreements, upon any employee’s Company-approved retirement prior to age 62,
 
  •  restrictions will lapse six months following the effective date of an EOG-approved retirement on 100% of the restricted stock/restricted stock units granted prior to February 23, 2005;
 
  •  for grants made on or after February 23, 2005, restrictions will lapse six months following the effective date of an EOG-approved retirement on 20% of the restricted stock/restricted stock units for each whole year that has passed since the grant date; and
 
  •  all unvested options/SARs become 100% vested six months following the effective date of an EOG-approved retirement,
 
in each case, provided that all provisions of the employee’s non-competition agreement are satisfied.
 
In the event a Named Officer is eligible for early retirement but is involuntarily terminated by EOG other than for cause, such termination will be treated as a “Company-approved retirement prior to age 62” in which case the Named Officer must agree to enter into a six-month non-competition agreement. Upon satisfactory completion of the six-month non-competition period, the Named Officer will receive the benefits described above as well as the severance benefits described for such Named Officer in the “Potential Payments Upon Termination or Change of Control Table” below.
 
In the event a Named Officer elected retirement or early retirement prior to the expiration of the term of his employment agreement, it would be considered a “Voluntary Termination” under his employment agreement. In the event of a “Voluntary Termination,” the Named Officer’s non-competition obligations under his employment agreement will extend until the earlier of one year following the date of the termination or the expiration of the term of his employment agreement. In accordance with our policy on “Company-approved retirement prior to age 62,” the Named Officers will receive the benefits described above upon the satisfaction of the six-month non-competition agreement entered into at the time of early retirement, but will remain subject to the full term of the non-competition provision of his employment agreement.
 
Retirement Plans
 
We maintain a matched defined contribution plan (“Savings Plan”) that qualifies under Section 401(a) of the Code, under which we currently match 100% of an employee’s pre-tax contributions up to 6% of the employee’s annual base salary, subject to statutory limits.
 
We also maintain a non-contributory defined contribution plan (“Money Purchase Pension Plan”) that qualifies under Section 401(a) of the Code, under which we contribute from 3% to 9% of an employee’s annual base salary and bonus, depending on the employee’s age and years of service, subject to statutory limits. The contribution percentage for each of the Named Officers is 9%, except for Mr. Driggers for whom the contribution percentage is 7%.
 
In addition, we may provide Make Whole Contributions to the Named Officers pursuant to the 1996 Deferral Plan.
 
This excerpt taken from the EOG DEF 14A filed Mar 29, 2007.

Payments Made Upon Retirement

     Normal Retirement

     Retirement is not addressed under the respective employment agreements. Thus, in the event a Named Officer retires after age 62, he would be entitled to the same benefits as any other retiring employee, including benefits under our plans described below under “Retirement Plans.” In addition, in accordance with the terms of the applicable plan and grant agreements, upon any employee’s retirement after age 62,

      1)      

all restrictions on restricted stock and restricted stock units lapse and the shares are released as of the retirement date; and

 
2)

all unvested options/SARs become 100% vested on the date of retirement.

     Early Retirement

     Early retirement is not addressed under the respective employment agreements. Thus, in the event a Named Officer chooses to retire prior to age 62 and the retirement is designated in writing by us as a “Company-approved retirement prior to age 62”, he would be entitled to the same benefits as any other employee whose retirement was designated as a “Company-approved retirement prior to age 62,” including benefits under our plans described below under “Retirement Plans”. Each Named Officer is eligible for early retirement upon reaching the age of 55 and completing 5 years of service with EOG. In order to be designated a “Company-approved retirement prior to age 62”, the employee must agree to enter into a six-month non-competition agreement with us. In addition to benefits under the plans described below, in accordance with the terms of the applicable plan and grant agreements, upon any employee’s Company-approved retirement prior to age 62,

      1)      

restrictions will lapse six months following the effective date of the Company-approved retirement on 100% of restricted stock/units granted prior to February 23, 2005,

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      2)      

for grants made on or after February 23, 2005, restrictions will lapse six months following the effective date of the Company-approved retirement on 20% of the restricted stock/units for each whole year that has passed since the grant date, and

 
3)

all unvested options become 100% vested six months following the effective date of the Company- approved retirement,

     in each case, provided that all provisions of the employee’s non-competition agreement are satisfied.

     In the event a Named Officer elected retirement or early retirement prior to the expiration of the term of his employment agreement, it would be considered a “Voluntary Termination” under his employment agreement. In the event of a “Voluntary Termination,” the officer’s non-competition obligations under his employment agreement will extend for one year following the date of the termination. In accordance with our policy on Company-approved retirement prior to age 62, the officer will receive the benefits described above upon the satisfaction of the six-month non-competition agreement entered into at the time of early retirement, but will remain subject to the full term of the non-compete provision of his employment agreement.

     Retirement Plans

     We maintain a Savings Plan that qualifies under Section 401(a) of the Code, under which we currently match 100% of employees’ pre-tax contributions up to 6% of annual base salary, subject to statutory limits. We also maintain a Money Purchase Pension Plan that qualifies under Section 401(a) of the Code, under which we contribute from 3% to 9% of an employee’s annual base salary and bonus, depending on the employee’s age and years of service, subject to statutory limits. The contribution percentage for each of the Named Officers is 9%. In addition, we may provide Make Whole Contributions into the 1996 Deferral Plan.

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"Payments Made Upon Retirement" elsewhere:

Noble Energy (NBL)
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