Exhibit 10.12(d)
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this 29th of June, 2001,
and made effective as of June 1, 2001, by and between EOG
Resources, Inc., f.k.a. Enron Oil & Gas Company, ("Employer")
and Xxxxx Xxxxxxxx, Xx. ("Employee") is an amendment to that
certain Employment Agreement dated effective as of September
1, 1998 (as heretofore amended, the "Employment Agreement").
WHEREAS, the parties desire to amend the Employment
Agreement as provided herein;
NOW, THEREFORE, in consideration thereof and of the
mutual covenants contained herein, the parties agree as
follows:
1. Exhibit A to the Employment Agreement is
hereby deleted in its entirety and a new Exhibit A,
in the form attached hereto as Exhibit A and
effective as of June 1, 2001, is substituted therefor.
2. Section 1.3 is hereby revised to remove reference to
Enron.
3. Section 1.6 is hereby revised to change references to
"Employer's President" to "Employer's Chairman".
4. Section 1.7 is hereby deleted in its entirety.
5. Section 2.1 is hereby deleted in its entirety and the
following is substituted therefor:
" 2.1 Employee's annual base salary during the
Term shall be not less than the amount set forth
under the heading "Annual Base Salary" on Exhibit
A, subject to increase at the sole discretion of
the Employer, but consistent with increases
provided to other similarly situated executives of
Employer, which shall be paid in accordance with
Employer's standard payroll practice. Any
calculation to be made under this Agreement with
respect to Employee's Annual Base Salary shall be
made using the then current Annual Base Salary in
effect at the time of the event for which such
calculation is made."
6. Section 2.3 is hereby revised to remove reference
to Enron.
7. Section 3.1(i) is hereby revised to remove reference
to Enron.
8. Section 3.1(iv) is hereby revised to change the
reference to "Enron's long-term disability plan" to
"Employer's long-term disability plan".
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9. The phrase "except Section 8.6" is hereby deleted
from Section 3.2.
10. Section 3.5 is hereby deleted in its entirety and the
following is substituted therefor:
" 3.5 Upon an Involuntary Termination of the
employment relationship by either Employer or
Employee prior to the expiration of the Term,
Employee shall be entitled, in consideration of
Employee's continuing obligations hereunder after
such termination (including, without limitation,
Employee's non-competition obligations), to receive
a severance benefit under this Agreement equal to
the greater of a) the amount that Employee would
have received under this Agreement from the date of
termination through the end of the Term of this
Agreement if Employee had continued to be employed
during such period, computed assuming that Employee
received the Annual Base Salary specified on
Exhibit A and an annual bonus equal to the bonus
target specified on Exhibit A for each year during
such period (in each case prorated for any partial
year), or b) the sum of the Employee's Annual Base
Salary and the annual bonus target specified on
Exhibit A. Further, in the event of Involuntary
Termination, if Employee's eligibility for COBRA
coverage expires, Employer shall provide to
Employee the cost difference between COBRA coverage
and a personal medical/dental policy paid by
Employee for the six (6) months following the COBRA
coverage or until Employee's gainful employment,
whichever comes first. Employee shall not be under
any duty or obligation to seek or accept other
employment following Involuntary Termination and
the amounts due Employee hereunder shall not be
reduced or suspended if Employee accepts subsequent
employment. Employee's rights under this Section
3.5 are Employee's sole and exclusive rights
against Employer and Employer's sole and exclusive
liability to Employee under this Agreement, in
contract, tort, or otherwise, for any Involuntary
Termination of the employment relationship.
Employee covenants not to xxx or lodge any claim,
demand or cause of action against Employer for any
sums for Involuntary Termination other than those
sums specified in this Section 3.5. If Employee
breaches this covenant, Employer shall be entitled
to recover from Employee all sums expended by
Employer (including costs and attorneys fees) in
connection with such suit, claim, demand or cause
of action."
11. Section 3.8 is hereby revised to remove reference
to Enron.
12. Section 4.1 is hereby deleted in its entirety and the
following is substituted therefor:
" 4.1 After the expiration of the Term
specified on Exhibit "A," this Agreement, and
Employee's employment hereunder, shall
automatically renew for successive periods of one
(1) year each, unless either Employer or Employee
provides not less than one hundred twenty (120)
days' prior
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written notice of intent not to renew.
In the event this Agreement is not renewed pursuant
to such notice, and Employee remains employed by
Employer beyond the expiration of the Term of this
Agreement, including any renewals, Employee's
employment shall convert to a month-to-month
relationship terminable at any time by either
Employer or Employee for any reason whatsoever,
with or without cause. Upon such termination of
the employment relationship by either Employer or
Employee for any reason whatsoever, all future
compensation to which Employee is entitled and all
future benefits for which Employee is eligible
shall cease and terminate. Employee shall be
entitled to pro rata salary through the date of
such termination, but Employee shall not be
entitled to any individual bonuses or individual
incentive compensation not yet paid at the date of
such termination."
13. Section 5.1 is hereby revised to remove references to
Enron, including replacing the reference to "any Enron
entity" to "any Employer entity".
14. Article 6 is hereby revised to remove references to
Enron, including removing Enron and its affiliates
as third party beneficiaries of Employee's obligations
under Section 6.2.
15. Section 7.1 is hereby deleted in its entirety and the
following is substituted therefor:
" 7.1 As part of the consideration for the
compensation and benefits to be paid to Employee
hereunder, in keeping with Employee's duties as a
fiduciary and in order to protect Employer's
interests in the confidential information of
Employer and the business relationships developed
by Employee with the clients and potential clients
of Employer, and as an additional incentive for
Employer to enter into this Agreement, Employer and
Employee agree to the non-competition provisions of
this Article 7. Employee agrees that during the
period of Employee's non-competition obligations
hereunder, Employee will not, directly or
indirectly for Employee or for others, in any
geographic area or market where Employer is
conducting any business as of the date of
termination of the employment relationship or has
during the previous twelve months conducted any
business:
(i) engage in any business competitive with the
business conducted by Employer;
(ii) render advice or services to, or otherwise
assist, any other person, association, or
entity who is engaged, directly or indirectly,
in any business competitive with the business
conducted by Employer;
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(iii) induce any employee of Employer to terminate
his or her employment with Employer, or hire
or assist in the hiring of any such employee
by person, association, or entity not
affiliated with Employer.
These non-competition obligations shall extend
until the earlier of (a) expiration of the Term or
(b) one year after termination of the employment
relationship. For purposes of this Section, it is
specifically understood that Employee may return to
private legal practice, without breaching the
provisions of this Section."
16. Article 8 is hereby revised to remove references
to Enron.
17. Under Section 8.3, notices and all other communications
to Employer should be to:
EOG Resources, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President, Human Resources,
Administration
& Corporate Secretary
18. Article 9 is hereby deleted in its entirety.
19. Contemporaneously with the execution of this Agreement,
the parties have executed a Change of Control Agreement
dated June 29, 2001 (the "Change of Control Agreement").
If during the term of the Change of Control Agreement, a
Change of Control (as that term is defined in the Change
of Control Agreement) occurs or is deemed to have
occurred under such agreement, then for the period of
time from the occurrence of the Change of Control through
the second anniversary of the Change of Control (the
"Applicable Period"), the following provisions will apply:
(a) The following shall be substituted in lieu of Section
3.1(i) of the Employment Agreement during the
Applicable Period:
(i) if, under the Change of Control Agreement, dated
June 29, 2001, between Employee and Employer (as
amended, the "Change of Control Agreement"), an
Event of Termination for Cause (as that term is
defined in the Change of Control Agreement) shall
have occurred;
(b) The following shall be substituted in lieu of Section
3.1(iv) of the Employment Agreement during the
Applicable Period:
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(iv) if, under the Change of Control Agreement, Employee's
Disability (as that term is defined in the Change of
Control Agreement) shall have occurred.
(c) If the termination of Employee's employment occurs for any
reason during the Applicable Period, then (i) the
provisions of Section 7 of the Change of Control Agreement
shall apply in lieu of the provisions of Sections 3.3
through 3.7 of the Employment Agreement, (ii) the
provisions of Article 6 of the Employment Agreement shall
not apply to Employee, and (iii) the provisions of Section
12 of the Change of Control Agreement shall apply in lieu
of the provisions of Section 7.5 of the Employment Agreement.
This Agreement is the Third Amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, and any amendments thereto, shall remain in full
force and effect and without any change or modification,
except as provided herein.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
EOG RESOURCES, INC.
By: /s/ XXXXXXXX XXXXXXX
--------------------------
Name: Xxxxxxxx Xxxxxxx
Title: V.P. Human Resources,
Administration and
Corporate Secretary
This 29th day of June, 2001
XXXXX XXXXXXXX, XX.
/s/ XXXXX XXXXXXXX, XX.
------------------------------
This 29th day of June, 2001
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EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN EOG RESOURCES, INC. AND XXXXX XXXXXXXX, XX.
(Amended as of June 1, 2001)
Employee Name: Xxxxx Xxxxxxxx, Xx.
Term: June 1, 2001 through May 31, 2005
Renewal: After May 31, 2005, Agreement will automatically
be renewed annually for a one-year term unless
either Employee or Employer provides a 120-day
notice of intent not to renew.
Position: Senior Vice President and General Counsel
Location: Houston, Texas
Reporting
Relationship: Reports jointly to Xxxx X. Xxxx, Chairman and
Chief Executive Officer and
Xxxxxx X. Xxxxxx, III, President and Chief of
Staff
Annual Base
Salary: Two Hundred Seventy-six Thousand Dollars
($276,000) per year
Bonus: Employee shall be eligible to participate in the
EOG Resources, Inc. Executive Officer Annual
Bonus Plan, at a target of 60% of Annual Base
Salary. Such bonus may be paid in a combination
of cash, stock options, and/or phantom stock
units, as determined by the Compensation
Committee of Employer's Board of Directors.
Long-term
Incentives: Employee shall be eligible to receive grants
of stock options, consistent with similarly
situated executives, as determined from time to
time by the Compensation Committee of Employer's
Board of Directors.
Stock Option
Grant: Employee received a grant of 75,000 stock
options, effective September 8, 1998, vesting 20%
on the Grant Date and 20% on each of the first
four anniversaries of the Grant Date, as
evidenced by an Award Agreement.
Signing Grant: Employee shall be granted 15,000 shares of
Restricted Stock under the terms of the EOG
Resources, Inc. 1992 Stock Plan, as amended, with
standard termination provisions, and vesting on
May 8, 2006.
EOG RESOURCES, INC.
By: /s/ XXXXXXXX XXXXXXX
-----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: V.P. Human Resources,
Administration and
Corporate Secretary
This 29th day of June, 2001
XXXXX XXXXXXXX, XX.
/s/XXXXX XXXXXXXX, XX.
----------------------------------
This 29th day of June, 2001
