Exhibit 10.14(c)
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement, entered into on this 1st of July, 2001,
and made effective as of June 1, 2001, by and between EOG
Resources, Inc., f.k.a. Enron Oil & Gas Company ("Employer"),
and Xxxx X. Xxxxxx ("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, 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".
9. The phrase "except Section 8.6" is hereby deleted from
Section 3.2
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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. 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 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
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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;
(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
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relationship. Further, if Xxxx X. Xxxx ceases to
be Chairman and Chief Executive Officer of
Employer, Employee may exercise his right to
voluntarily resign under Section 3.2(ii) and these
non-competition obligations shall expire
immediately and have no further force and effect,
and the Employer shall have no further obligations
to Employee under this Agreement."
16. Article 8 is hereby revised to remove references to
Enron.
17. 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
July 1, 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
July 1, 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:
(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
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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 7
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 8.6 of the Employment Agreement.
This Agreement is the Second 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 1st day of July, 2001
XXXX X. XXXXXX
/s/ XXXX X. XXXXXX
-------------------------------
This 1st day of July, 2001
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EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN EOG RESOURCES, INC. AND XXXX X. XXXXXX
(Amended as of June 1, 2001)
Employee Name: Xxxx X. Xxxxxx
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: Executive Vice President, North America
Operations
Location: Houston, Texas
Reporting
Relationship: Reports to Xxxx X. Xxxx, Chairman and
Chief Executive Officer
Annual Base
Salary: Two Hundred Eighty-five Thousand Dollars
($285,000) per year
Bonus: Employee shall be eligible to participate in
the EOG Resources, Inc. Executive Officer
Annual Bonus Plan, at a target of 75% 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 125,000
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 30,000 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 1st day of July, 2001
XXXX X. XXXXXX
/s/ XXXX X. XXXXXX
-------------------------------
This 1st day of July, 2001
