Payments Made Upon Termination Under Employment Agreements for EOG

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EOG » Topics » Payments Made Upon Termination Under Employment Agreements

This excerpt taken from the EOG DEF 14A filed Mar 25, 2009.

Payments Made Upon Termination Under Employment Agreements

The employment agreement for each Named Officer who has entered into an employment agreement with EOG is generally described under “Employment Agreements” above. The following describes payments to be received under the employment agreements in the event of termination of employment for the specified reason. In each case, the Named Officer shall remain entitled to receive any compensation and benefits earned and accrued as of the termination date and as provided in the applicable plan document or grant agreement.

Involuntary Termination

Under each employment agreement, the following constitute an “involuntary termination”:


	•	with respect to the CEO, termination at the discretion of the Board, and with respect to the other Named Officers, termination at the discretion of management, in each case for any reason other than for cause, prior to the expiration of the term of the agreement; or

	•	termination by the Named Officer as a result of a material breach of the agreement by EOG that remains uncorrected for 30 days following written notice of such breach.

The “Potential Payments Upon Termination or Change of Control Table” below describes payments to be made under the employment agreements of Messrs. Papa, Leiker and Thomas.

Voluntary Termination

Each Named Officer has the right under his employment agreement to terminate the agreement prior to the end of the term for any reason. If the Named Officer chooses to terminate his employment voluntarily, he will be entitled only to base salary and any other compensation and benefits earned and payable through the termination date. He will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date.

Cause

If the Named Officer is terminated for cause, as determined by the Board, he will be entitled only to base salary and any other compensation and benefits earned and payable through the termination date. He will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date.

Incapacity or Death

If the Named Officer becomes incapacitated or dies, he or his estate, as the case may be, will be entitled only to base salary and benefits earned and payable through the termination date. He or his estate, as the case may be, will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date. He or his estate, as the case may be, will also receive benefits in accordance with any of our applicable disability or life insurance plans to the same extent as any employee.

This excerpt taken from the EOG DEF 14A filed Apr 4, 2008.

Payments Made Upon Termination Under Employment Agreements

Each Named Officer’s employment agreement is generally described in “Employment Agreements” above. The following describes payments to be received under the employment agreements in the event of termination of employment for the specified reason. In each case, the Named Officer shall remain entitled to receive any compensation and benefits earned and accrued as of the termination date and as provided in the applicable plan document or grant agreement.

Involuntary Termination

Under each employment agreement, the following constitute an “involuntary termination”:


	•	termination at the discretion of the Board, or management for Named Officers other than the CEO, for any reason other than for cause, prior to the expiration of the term of the agreement; or

	•	termination by the officer as a result of a material breach of the agreement by EOG that remained uncorrected for 30 days.

Voluntary Termination

Each Named Officer has the right under his employment agreement to terminate the agreement prior to the end of the term for any reason. If the Named Officer chooses to voluntarily terminate his employment, he will be entitled only to salary and any other compensation and benefits earned and payable through the termination date. He will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date.

Cause

If the Named Officer is terminated for cause, as determined by the Board, he will be entitled only to salary and any other compensation and benefits earned and payable through the termination date. He will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date.

Incapacity or Death

If the Named Officer becomes incapacitated or dies, he or his estate (as the case may be) will be entitled only to salary and benefits earned and payable through the termination date. He or his estate (as the case may be) will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date. He or his estate (as the case may be) will also receive benefits in accordance with any of our applicable disability or life insurance plans to the same extent as any employee.

This excerpt taken from the EOG DEF 14A filed Mar 29, 2007.

Payments Made Upon Termination Under Employment Agreements

Each Named Officer’s employment agreement is generally described in “Employment Contracts” on page 16 of this Proxy Statement. The following describes payments to be received under the employment agreements in the event of termination of employment for the specified reason. In each case, the officer shall remain entitled to receive any compensation and benefits earned and accrued as of the termination date and as provided in the applicable plan document or grant agreement.

Involuntary Termination

Under each employment agreement, the following constitute an “involuntary termination”:

n termination at the discretion of the Board of Directors for any reason, other than for cause, prior to the expiration of the term of the agreement;

n termination by the officer as a result of a material breach of the agreement by EOG that remained uncorrected for 30 days.

The following amounts are payable in the event of each officer’s Involuntary Termination:

1.		Mr. Papa. Mr. Papa would receive a severance benefit equal to the greater of a) the salary and annual bonus award he would have received from the date of termination through the end of the term of the employment agreement if his employment had continued or b) two times the sum of his then current annual base salary and his annual bonus award opportunity. He would also receive the value of unvested stock options and stock appreciation rights based on the difference between the average closing price of our common stock on the ten trading days prior to, but not including, the date of termination and the grant price.

2.		Mr. Segner. Mr. Segner would receive a severance benefit equal to the greater of a) the salary and annual bonus award he would have received from the date of termination through the end of the term of the employment agreement if his employment had continued or b) two times the sum of his then current annual base salary and his annual bonus award opportunity. He would also receive the value of unvested stock options and stock appreciation rights based on the difference between the average closing price of our common stock on the ten trading days prior to, but not including, the date of termination and the grant price.

3.		Mr. Leiker. Mr. Leiker would receive a severance benefit equal to the greater of a) the salary and annual bonus award he would have received from the date of termination through the end of the term of the employment agreement if his employment had continued or b) the sum of his then current annual base salary and his annual bonus award opportunity.

4.		Mr. Thomas. Mr. Thomas would receive a severance benefit equal to the greater of a) the salary and annual bonus award he would have received from the date of termination through the end of the term of the employment agreement if his employment had continued or b) the sum of his then current annual base salary and his annual bonus award opportunity.

Mr. Hunsaker. Mr. Hunsaker would receive a severance benefit equal to the greater of a) the salary and annual bonus award he would have received from the date of termination through the end of the term of the employment agreement if his employment had continued or b) the sum of his then current annual base salary and his annual bonus award opportunity.

Voluntary Termination

Cause

If the Named Officer is terminated for cause, as determined by the Board of Directors, he will be entitled only to salary and any other compensation and benefits earned and payable through the termination date. He will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date.

Death or Incapacity

If the Named Officer dies or becomes incapacitated, he or his estate will be entitled only to salary and benefits earned and payable through the termination date. He will not be entitled to any bonus or other incentive compensation not yet paid as of the termination date. He will also receive benefits in accordance with any of our applicable disability or life insurance plans to the same extent as any employee.

EXCERPTS ON THIS PAGE:

DEF 14A	Mar 25, 2009

DEF 14A	Apr 4, 2008

DEF 14A	Mar 29, 2007

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EOG » Topics » Payments Made Upon Termination Under Employment Agreements

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