0000821189-12-000042 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 2nd, 2012 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This Change of Control Agreement ("Agreement") between EOG Resources, Inc., a Delaware corporation (the "Company"), and Michael P. Donaldson (the "Employee") is effective as of this 3rd day of May, 2012 (the "Effective Date"). Certain capitalized terms used herein are defined in Section 21.

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EOG RESOURCES, INC. NONEMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 2nd, 2012 • Eog Resources Inc • Crude petroleum & natural gas

This Restricted Stock Unit Award Agreement (this "Agreement" or this "Award" or "Grant") is governed by the terms and conditions of the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended, the "Plan"), which is hereby made a part of this Agreement. A copy of the Plan is available upon request to the Human Resources Department of EOG Resources, Inc. (the "Company"). All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock Unit ledger account will be maintained by the Company until you become vested in the Restricted Stock Units. You will have no voting rights with respect to the Company common stock represented by such Restricted Stock Units until such time as the common stock is issued to you.

AGREEMENT
Agreement • August 2nd, 2012 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This Agreement, entered into as of May 3, 2012, is by and between EOG Resources, Inc., a Delaware corporation ("Employer"), and Frederick J. Plaeger, II ("Employee").

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