0000821189-13-000048 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 6th, 2013 • Eog Resources Inc • Crude petroleum & natural gas • Texas

THIS CHANGE OF CONTROL AGREEMENT ("Agreement") between EOG Resources, Inc., a Delaware corporation (the "Company"), and David W. Trice (the "Employee") is effective as of this 4th day of September, 2013 (the "Effective Date"). Certain capitalized terms used herein are defined in Section 21.

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THIRD AMENDMENT TO AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 6th, 2013 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This Third Amendment, entered into and made effective as of September 4, 2013, by and between EOG Resources, Inc. ("Company") and Timothy K. Driggers ("Employee"), is an amendment of that certain Amended and Restated Change of Control Agreement, dated effective as of June 15, 2005, between the Company and Employee (as amended by that certain First Amendment to Amended and Restated Change of Control Agreement entered into and made effective as of April 30, 2009, and by that certain Second Amendment to Amended and Restated Change of Control Agreement entered into and made effective as of September 13, 2011, "Agreement").

FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 6th, 2013 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This First Amendment, entered into and made effective as of September 4, 2013, by and between EOG Resources, Inc. ("Company") and Michael P. Donaldson ("Employee"), is an amendment of that certain Change of Control Agreement, dated effective as of May 3, 2012, between the Company and Employee ("Agreement").

SECOND AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 6th, 2013 • Eog Resources Inc • Crude petroleum & natural gas • Texas

This Second Amendment, entered into and made effective as of September 4, 2013, by and between EOG Resources, Inc. ("Company") and William R. Thomas ("Employee"), is an amendment of that certain Change of Control Agreement, dated effective as of January 12, 2011, between the Company and Employee (as amended by that certain First Amendment to Change of Control Agreement entered into and made effective as of September 13, 2011, "Agreement").

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