During 2011, EOG maintained various stock-based compensation plans as discussed below. EOG recognizes compensation expense on grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units and grants made under its Employee Stock Purchase Plan (ESPP). Stock-based compensation expense is calculated based upon the grant date estimated fair value of the awards, net of forfeitures, based upon EOG's historical employee turnover rate. Compensation expense is amortized over the shorter of the vesting period or the period from date of grant until the date the employee becomes eligible to retire without company approval.

Stock-based compensation expense is included on the Consolidated Statements of Income and Comprehensive Income based upon job functions of the employees receiving the grants. Compensation expense related to EOG's stock-based compensation plans for the years ended December 31, 2011, 2010 and 2009 was as follows (in millions):

The EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provides for grants of stock options, SARs, restricted stock, restricted stock units and other stock-based awards up to an aggregate maximum of 12.9 million shares plus shares underlying forfeited or cancelled grants under prior stock plans. At December 31, 2011, approximately 5.4 million shares of Common Stock remained available for grant under the 2008 Plan. Effective with the adoption of the 2008 Plan, EOG's policy is to issue shares related to the 2008 Plan from either previously authorized unissued shares or treasury shares, to the extent treasury shares are available.

During 2011, 2010 and 2009, EOG issued shares in connection with stock option/SAR exercises, restricted stock grants, restricted stock unit releases and ESPP purchases. EOG recognized, as an adjustment to APIC, federal income tax (expense)/benefits of $25,000, $(1) million and $76 million for 2011, 2010 and 2009, respectively, related to the exercise of stock options/SARs and the release of restricted stock and restricted stock units.

Stock Options and Stock Appreciation Rights and Employee Stock Purchase Plan. Participants in EOG's stock plans (including the 2008 Plan) have been or may be granted options to purchase shares of Common Stock. In addition, participants in EOG's stock plans (including the 2008 Plan) have been or may be granted SARs, representing the right to receive shares of Common Stock based on the appreciation in the stock price from the date of grant on the number of SARs granted. Stock options and SARs are granted at a price not less than the market price of the Common Stock on the date of grant. Stock options and SARs granted vest on a graded vesting schedule up to four years from the date of grant based on the nature of the grants and as defined in individual grant agreements. Terms for stock options and SARs granted have not exceeded a maximum term of 10 years. EOG's ESPP allows eligible employees to semi-annually purchase, through payroll deductions, shares of Common Stock at 85 percent of the fair market value at specified dates. Contributions to the ESPP are limited to 10 percent of the employee's pay (subject to certain ESPP limits) during each of the two six-month offering periods each year.

The fair value of all ESPP grants is estimated using the Black-Scholes-Merton model. The fair value of stock option grants and SAR grants is estimated using the Hull-White II binomial option pricing model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $48 million, $41 million and $38 million for the years ended December 31, 2011, 2010 and 2009, respectively.

	Stock Options/SARs									ESPP
	2011			2010			2009			2011			2010			2009

Weighted Average Fair Value of Grants	$	29.92		$	32.12		$	30.13		$	22.75		$	25.45		$	25.78
Expected Volatility		40.96	%		39.70	%		41.90	%		29.82	%		38.30	%		78.89	%
Risk-Free Interest Rate		0.58	%		0.87	%		1.42	%		0.14	%		0.18	%		0.25	%
Dividend Yield		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%		1.00	%
Expected Life	5.6 yrs			5.5 yrs			5.5 yrs			0.5 yrs			0.5 yrs			0.5 yrs

Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded options in EOG's Common Stock. The risk-free interest rate is based upon United States Treasury yields in effect at the time of grant. The expected life is based upon historical experience and contractual terms of stock option, SAR and ESPP grants.

	2011					2010					2009
	Number			Weighted		Number			Weighted		Number			Weighted
	of Stock			Average		of Stock			Average		Of Stock			Average
	Options/			Grant		Options/			Grant		Options/			Grant
	SARs			Price		SARs			Price		SARs			Price

Outstanding at January 1		8,445		$	64.49		8,335		$	57.08		7,802		$	52.56
Granted		1,509			85.29		1,450			93.07		1,270			80.95
Exercised (1)		(1,399	)		50.86		(1,144	)		43.38		(636	)		46.56
Forfeited		(181	)		87.74		(196	)		84.22		(101	)		74.07
Outstanding at December 31		8,374			70.01		8,445			64.49		8,335			57.08

Stock Options/SARs Exercisable at December 31		5,148			59.19		5,439			51.71		5,394			44.45

(1)

The total intrinsic value of stock options/SARs exercised during the years 2011, 2010 and 2009 was $78.4 million, $66.0 million and $21.4 million, respectively. The intrinsic value is based upon the difference between the market price of Common Stock on the date of exercise and the grant price of the stock options/SARs.

At December 31, 2011, there were 8,123,226 stock options/SARs vested or expected to vest with a weighted average grant price of $69.48 per share, an intrinsic value of $238.5 million and a weighted average remaining contractual life of 3.6 years.

		Stock Options/SARs Outstanding							Stock Options/SARs Exercisable
				Weighted							Weighted
				Average		Weighted					Average		Weighted
Range of		Stock		Remaining		Average		Aggregate	Stock		Remaining		Average		Aggregate
Grant		Options/		Life		Grant		Intrinsic	Options/		Life		Grant		Intrinsic
Prices		SARs		(Years)		Price		Value(1)	SARs		(Years)		Price		Value(1)

$	16.00 to $ 48.99		1,431		1	$	20.30			1,431		1	$	20.30
49.00 to 69.99			1,623		1		61.99			1,609		1		61.94
70.00 to 81.99			1,674		4		78.17			1,159		4		76.66
82.00 to 88.99			2,174		6		85.44			576		4		88.73
89.00 to 136.99			1,472		5		95.09			373		5		96.56
			8,374		4		70.01	$241,474		5,148		2		59.19	$203,646

At December 31, 2011, unrecognized compensation expense related to non-vested stock option and SAR grants totaled $87.9 million. This unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.8 years.

At December 31, 2011, approximately 790,000 shares of Common Stock remained available for issuance under the ESPP. The following table summarizes ESPP activities for the years ended December 31, 2011, 2010 and 2009 (in thousands, except number of participants):

Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. The restricted stock and restricted stock units generally vest five years after the date of grant, except for certain bonus grants, and as defined in individual grant agreements. Upon vesting of restricted stock, shares of Common Stock are released to the employee. Upon vesting, restricted stock units are converted into shares of Common Stock and released to the employee. Stock-based compensation expense related to restricted stock and restricted stock units totaled $80 million, $66 million and $57 million for the years ended December 31, 2011, 2010 and 2009, respectively.

	2011					2010					2009
				Weighted					Weighted					Weighted
	Number of			Average		Number of			Average		Number of			Average
	Shares and			Grant Date		Shares and			Grant Date		Shares and			Grant Date
	Units			Fair Value		Units			Fair Value		Units			Fair Value

Outstanding at January 1		4,009		$	79.13		3,636		$	73.69		3,048		$	70.24
Granted		932			90.87		850			93.39		1,197			63.13
Released (1)		(457	)		66.10		(364	)		58.00		(553	)		31.35
Forfeited		(244	)		82.45		(113	)		79.37		(56	)		78.18
Outstanding at December 31(2)		4,240			82.93		4,009			79.13		3,636			73.69

(1)

The total intrinsic value of restricted stock and restricted stock units released during the years ended December 31, 2011, 2010 and 2009 was $44.4 million, $35.2 million and $36.9 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date restricted stock and restricted stock units are released.

At December 31, 2011, unrecognized compensation expense related to restricted stock and restricted stock units totaled $132.6 million. Such unrecognized expense will be recognized on a straight-line basis over a weighted average period of 2.4 years.

Pension Plans. EOG has a non-contributory defined contribution pension plan and a matched defined contribution savings plan in place for most of its employees in the United States (such plans were merged into a single plan, effective as of January 1, 2012). EOG's contributions to these pension plans are based on various percentages of compensation and, in some instances, are based upon the amount of the employees' contributions. EOG's total costs recognized for these plans were $27.1 million, $23.4 million and $21.8 million for 2011, 2010 and 2009, respectively.

In addition, EOG's Canadian subsidiary maintains both a non-contributory defined benefit pension plan and a non-contributory defined contribution pension plan, as well as a matched defined contribution savings plan. EOG's Trinidadian subsidiary maintains a contributory defined benefit pension plan and a matched savings plan. EOG's United Kingdom subsidiary maintains a pension plan which includes a non-contributory defined contribution pension plan and a matched defined contribution savings plan. With the exception of Canada's non-contributory defined benefit pension plan, which is closed to new employees, these pension plans are available to most employees of the Canadian, Trinidadian and United Kingdom subsidiaries. EOG's combined contributions to these plans were $2.5 million, $2.8 million and $2.6 million for 2011, 2010 and 2009, respectively.

For the Canadian and Trinidadian defined benefit pension plans, the benefit obligation, fair value of plan assets and prepaid/(accrued) benefit cost totaled $11.3 million, $8.2 million and $(1.6) million, respectively, at December 31, 2011 and $10.3 million, $8.7 million and $(0.8) million, respectively, at December 31, 2010.