8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2017 (September 25, 2017)

_______________

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-9743 (Commission File Number) 47-0684736 (I.R.S. Employer Identification No.)

1111 Bagby, Sky Lobby 2

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

EOG RESOURCES, INC.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    Effective September 25, 2017, the Compensation Committee (Committee) of the Board of Directors of EOG Resources, Inc. (EOG) granted long-term incentive awards to each of EOG’s named executive officers.  Consistent with prior year awards, the Committee granted restricted stock or restricted stock units (RSUs), performance units and stock-settled stock appreciation rights (SARs) to each named executive officer, in each case under the terms of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended).

The following table sets forth the shares of restricted stock or RSUs, performance units and SARs granted by the Committee to each of the named executive officers.

Named Executive Officer	Shares of Restricted Stock/RSUs	Performance Units	SARs
William R. Thomas	28,559 RSUs	28,559 Units	69,969 SARs
Gary L. Thomas	22,501 RSUs	22,501 Units	55,127 SARs
Timothy K. Driggers	8,654 Shares	8,654 Units	21,202 SARs
Lloyd W. Helms, Jr.	5,694 RSUs	5,694 Units	13,950 SARs
Michael P. Donaldson	7,788 Shares	7,788 Units	19,080 SARs

The SARs were awarded at an exercise price equal to $96.29, the closing price of EOG's common stock on September 25, 2017 (the effective date of the grants).

In connection with its approval of such grants, the Committee approved revised vesting schedules for such grants as described in the following table. These revised vesting schedules will apply to future grants of restricted stock/RSUs, performance units and SARs as well, until revised, amended or otherwise determined by the Committee.

Grant Type	Previous Vesting Schedule	Revised Vesting Schedule
Restricted Stock/RSUs	“Cliff” vesting five years from the date of grant	“Cliff” vesting three years from the date of grant
Performance Units	“Cliff” vesting five years from the date of grant	“Cliff” vesting approximately 41 months from the date of grant - specifically, on the February 28th immediately following the Committee’s certifications contemplated by the form of award agreement governing grants of performance units (see Exhibit 10.3 filed hereto)
SARs	Vesting in 25% increments on each of the first four anniversaries of the date of grant	Vesting in increments of 33%, 33% and 34% on each of the first three anniversaries, respectively, of the date of grant

Based on its review of peer group compensation data, the Committee determined that such revised vesting schedules would be in line with (i.e., generally consistent with) the vesting schedules of the grants currently awarded by EOG’s peer companies and, accordingly, would enable EOG to (i) remain competitive with its peer companies with regards to the attraction, motivation and retention of top industry talent and (ii) maintain the strong retention component of EOG’s executive officer compensation program. For the same reasons, grants made to EOG’s other officers and employees will also be subject to the revised vesting schedules. In addition to the revised vesting schedules, the Committee also approved conforming changes to the termination provisions of such grants.

The terms and conditions of the grants are otherwise consistent with the Committee’s prior grants of restricted stock, RSUs, performance units and SARs to EOG’s named executive officers. The updated forms of award agreements for grants of restricted stock, RSUs, performance units and SARs are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)        Exhibits

10.1    Updated Form of Restricted Stock Award Agreement for Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (for grants made effective September 25, 2017 and subsequent grants).

10.2    Updated Form of Restricted Stock Unit Award Agreement for Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (for grants made effective September 25, 2017 and subsequent grants).

10.3    Updated Form of Performance Unit Award Agreement for Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (for grants made effective September 25, 2017 and subsequent grants).

10.4    Updated Form of Stock-Settled Stock Appreciation Right Agreement for Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (for grants made effective September 25, 2017 and subsequent grants).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EOG RESOURCES, INC. (Registrant)
Date: September 29, 2017	By:	/s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

EX-10.1

EXHIBIT 10.1

This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.

EOG RESOURCES, INC.

RESTRICTED STOCK AWARD AGREEMENT

Grantee: [NAME] [OPTIONEE ID]

Congratulations! You have been granted an Award of EOG Resources, Inc. Restricted Stock as follows:

Date of Grant:	[GRANT DATE]
Shares of Restricted Stock granted under this Award:	[NUMBER OF SHARES]
Vesting Date:	[Date of Grant plus three years]

The Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Award (the “Award”) in accordance with the terms set forth below.

General. This Restricted Stock Award Agreement (this “Agreement”) is governed by the terms and conditions of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. 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 book entry will be maintained by the Company (or its agent) until you become vested in the shares of Restricted Stock. You will have voting rights with respect to the shares of Restricted Stock.

Vesting. Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on the Vesting Dateand the shares of Restricted Stock shall be released on the first business day following the Vesting Date (or as soon as administratively practicable thereafter).

Termination of Employment. Except as provided below, if your employment with the Company or an Affiliate does not continue until the Vesting Date, this Award shall terminate and all shares of Restricted Stock awarded hereunder shall be forfeited and canceled.

Due to Death, Disability or Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to death, Disability, or Retirement after attaining age 62 with at least five years of service with the Company prior to the Vesting Date, all forfeiture restrictions on the shares of Restricted Stock awarded hereunder shall lapse and all shares shall be released to you as soon as administratively practicable following the date of vesting (but no later than 60 days following such date).

Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates voluntarily prior to the Vesting Dateand your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a post-employment six-month noncompetition agreement), for each whole year that has passed since the Date of Grant set forth above, 33% of the shares of Restricted Stock awarded hereunder shall be released to you six months following the effective date of such Company-approved Retirement; provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, under the terms of this Agreement, all shares of Restricted Stock shall be forfeited and canceled.

Due to Involuntary Termination for Other than Performance Reasons. In the event of Involuntary Termination for any reason other than performance reasons prior to the Vesting Date, for each whole year that has passed since the Date of Grant set forth above, 33% of the shares of Restricted Stock awarded hereunder shall be released to you as soon as administratively practicable following the effective date of such Involuntary Termination (but no later than 60 days following such date).

Due to Performance Reasons, Cause or Voluntary Termination. In the event of Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to the Vesting Date, all shares of Restricted Stock awarded hereunder shall be forfeited and canceled.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) prior to the Vesting Date, all forfeiture restrictions on the shares of Restricted Stock awarded hereunder shall lapse effective as of the effective date of the Change in Control of the Company, and all shares shall be released to you as soon as administratively practicable following the date of vesting (but no later than 60 days following such date).

Dividends. Pursuant to Section 7.5 of the Plan, (i) dividends on unvested shares of Restricted Stock shall accrue and be credited by the Company for your benefit, and (ii) such dividends shall not be paid to you until (and to the extent) you become vested in the related shares of Restricted Stock and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of the related shares of Restricted Stock pursuant to this Agreement.

Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.

EX-10.2

EXHIBIT 10.2

This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.

EOG RESOURCES, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Grantee:[NAME] [OPTIONEE ID]

Congratulations! You have been granted an Award of EOG Resources, Inc. Restricted Stock Units as follows:

Date of Grant:	[GRANT DATE]
Restricted Stock Units granted under this Award:	[# UNITS]
Vesting Date:	[Date of Grant plus three years]

The Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Unit Award (the “Award”) in accordance with the terms set forth below.

General. This Restricted Stock Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. 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 (or its agent) 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 Company common stock is issued to you.

Vesting. Assuming your continuous employment with the Company or an Affiliate, this Award shall vest on the Vesting Date and the shares of Company common stock represented by the Restricted Stock Units awarded hereunder shall be distributed on the first business day following the Vesting Date (or as soon as administratively practicable thereafter, but no later than 60 days after such date).

Termination of Employment. Except as provided below, if your employment with the Company or an Affiliate does not continue until the Vesting Date, this Award shall terminate and all Restricted Stock Units awarded hereunder shall be forfeited and canceled.

Due to Death. If your employment with the Company or an Affiliate terminates due to death prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse and all shares of Company common stock represented by the Restricted Stock Units shall be distributed to your beneficiary as soon as administratively practicable following your date of death, but no later than 60 days after such date.

Due to Disability or Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to Disability or due to Retirement after attaining age 62 with at least five years of service with the Company prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse and, subject to the six-month delay applicable to specified employees described under “Section 409A” below, all shares of Company common stock represented by the Restricted Stock Units awarded hereunder shall be distributed to you as soon as administratively practicable following your date of termination or Retirement (as the case may be), but no later than 60 days after the date on which the distribution would be Permissible under Section 409A.

Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates voluntarily prior to the Vesting Date and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), for each whole year that has passed since the Date of Grant set forth above, you shall be eligible to receive a distribution of 33% of the shares of Company common stock represented by the Restricted Stock Units awarded hereunder, which stock will be distributed to you as soon as administratively practicable following the six-month anniversary of such Company-approved Retirement, but no later than 60 days after such anniversary; provided that you do not violate the provisions of any restrictive covenants to which

you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, under the terms of this Agreement, all Restricted Stock Units shall be forfeited and canceled.

Due to Involuntary Termination for Other than Performance Reasons. In the event of Involuntary Termination for any reason other than performance reasons prior to the Vesting Date, for each whole year that has passed since the Date of Grant set forth above, you shall be eligible to receive a distribution of 33% of the shares of Company common stock represented by the Restricted Stock Units awarded hereunder and, subject to the six-month delay applicable to specified employees described under “Section 409A” below, such stock will be distributed to you as soon as administratively practicable following the effective date of such Involuntary Termination, but no later than 60 days after the date on which the distribution would be Permissible under Section 409A.

Due to Performance Reasons, Cause or Voluntary Termination. In the event of Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to the Vesting Date, all Restricted Stock Units awarded hereunder shall be forfeited and canceled.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse effective as of the effective date of the Change in Control of the Company, and all shares of Company common stock represented by the Restricted Stock Units awarded hereunder shall be distributed to you as soon as administratively practicable following the effective date of the Change in Control of the Company, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Dividend Equivalents. Pursuant to Section 8.6 of the Plan, (i) dividend equivalents on unvested Restricted Stock Units shall accrue and be credited by the Company for your benefit, and (ii) such dividend equivalents shall not be paid to you until (and to the extent) you become vested in the related Restricted Stock Units and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of the Restricted Stock Units pursuant to this Agreement.

Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder. The Company, in its sole discretion, shall determine if you are a “specified employee” of the Company (as that phrase is defined for purposes of Section 409A) on the date of your termination of employment or your Retirement prior to the Vesting Date and whether you are subject to any six-month delay in distribution of amounts due to you under this Agreement.

Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.

EX-10.3

EXHIBIT 10.3

This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.

EOG RESOURCES, INC.

PERFORMANCE UNIT AWARD AGREEMENT

Grantee: [Name] [Employee ID]

Congratulations! You have been granted an Award of EOG Resources, Inc. Performance Units as follows:

Date of Grant:	[Grant Date]
Performance Units granted under this Award (subject to adjustment as set forth below):	[Units Granted]
Vesting Date:	The February 28th immediately following the Certification Date (as defined below)

The Compensation Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Performance Unit Award (the “Award”) in accordance with the terms set forth below.

General. This Performance Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. 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 Performance Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Performance Units (i.e., the lapse of the forfeiture restrictions thereon) or the Performance Units are forfeited and canceled pursuant to this Agreement.

Performance Period; TSR Rank; Performance Multiple. Upon the completion of the Performance Period (as defined on Annex A) and the certification (in writing) by the Committee of the Total Shareholder Return (as defined on Annex A) over the Performance Period of the Company and each Peer Company (as defined on Annex A) and the Company’s corresponding TSR Rank (see chart on Annex A) for the Performance Period and the applicable Performance Multiple (as specified in the chart on Annex A)(the date of such certification by the Committee, the “Certification Date”), such Performance Multiple shall be applied to the number of Performance Units granted hereunder and, except in the case of an applicable Performance Multiple of 100% or an applicable Performance Multiple of 0% (in which case all Performance Units granted hereunder shall be deemed forfeited and canceled), your Performance Unit ledger account shall be adjusted to reflect (i) the additional Performance Units credited to you (in the case of a Performance Multiple greater than 100%) or (ii) your decreased Performance Units (in the case of a Performance Multiple less than 100% but greater than 0%).

Voting Rights; Dividend Equivalents. You will have no voting rights with respect to the Company common stock represented by your Performance Units (including any additional Performance Units which may be credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) until such time as the Company common stock is issued to you upon your vesting in the Performance Units. Dividend equivalents on unvested Performance Units shall accrue and be credited by the Company for your benefit, and any such dividend equivalents accrued and credited for your benefit shall have the same Performance Multiple applied as is applied to your Performance Units. However, such dividend equivalents shall not be paid to you until you become vested in the related Performance Units and shall be forfeited in the event of the forfeiture and cancellation of the related Performance Units pursuant to this Agreement.

Vesting. Assuming your continuous employment with the Company or an Affiliate, this Award shall vest as of the close of business on the Vesting Date,and the shares of Company common stock represented (on a one-for-one basis) by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) and all dividend equivalents with respect to such Performance Units shall be distributed to you on the first business day following the Vesting Date or as soon as administratively practicable thereafter, but no later than 60 days after such date.

Termination of Employment. If your employment with the Company or an Affiliate terminates prior to the Vesting Date, your Performance Units granted hereunder, and any dividend equivalents credited with respect to such Performance Units, shall vest and be distributed to you, or shall be forfeited and canceled, as set forth below.

Due to Death. If your employment with the Company or an Affiliate terminates due to death on or prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be 100%; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder shall be distributed to your beneficiary as soon as administratively practicable following your date of death, but no later than 60 days after such date. If your employment with the Company or an Affiliate terminates due to death subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to your beneficiary as soon as administratively practicable following the Vesting Date, but no later than 60 days after such date.

Due to Disability. If your employment with the Company or an Affiliate terminates due to Disability prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such termination (to account for the six-month delay applicable to specified employees described under “Section 409A” below) or (B) the Vesting Date, but no later than 60 days after the later of such dates.

Due to Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to Retirement prior to the Vesting Date and after attaining age 62 with at least five years of service with the Company, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement (to account for the six-month delay applicable to specified employees described under “Section 409A” below) or (B) the Vesting Date, but no later than 60 days after the later of such dates.

Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates voluntarily prior to the Vesting Dateand your termination is designated in writing by the Company as a “Company-approved Retirement prior to age 62” with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), (i) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such Retirement, you shall be eligible to receive a distribution of one-third (33%) of the shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple). Such shares of Company common stock shall be distributed to you as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such Retirement or (B) the Vesting Date, but no later than 60 days after the later of such dates, provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.

Due to Involuntary Termination for Other than Performance Reasons. In the event of your Involuntary Termination for any reason other than performance reasons prior to the Vesting Date, (i) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; (ii) for each whole year that has passed since the Date of Grant set forth above up to and including the effective date of such termination, you shall be eligible to receive a distribution of one-third (33%) of the shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple); and (iii) such shares of Company common stock shall be distributed to you

as soon as administratively practicable following the later of (A) the date that is six months following the effective date of such termination (to account for the six-month delay applicable to specified employees described under “Section 409A” below) or (B) the Vesting Date, but no later than 60 days after the later of such dates.

Due to Performance Reasons, Cause or Voluntary Termination. In the event of your Involuntary Termination for performance reasons, Termination for Cause, or voluntary termination prior to the Vesting Date, all Performance Units granted hereunder shall be forfeited and canceled.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end month of the Performance Period) as certified by the Committee (or its successor).

Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor).

All shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the Company, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder. The Company, in its sole discretion, shall determine if you are a “specified employee” of the Company (as that phrase is defined for purposes of Section 409A) on the date of your termination of employment or your Retirement prior to the Vesting Dateand whether you are subject to any six-month delay in distribution of amounts due you under this Agreement.

Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.

Annex A

Definitions of Certain Terms

“Performance Period” shall mean the three-year period from and including January 1 of the year immediately following the Grant Date through December 31 of the third year immediately following the year of the Grant Date.

“Total Shareholder Return” for a company (i.e., for the Company or a Peer Company) shall mean such company’s average daily closing stock price for the month immediately preceding the commencement of the Performance Period (i.e., December of the year of the Grant Date) as compared to the average daily closing stock price for the end month of the Performance Period (i.e., December of the third year immediately following the year of the Grant Date), assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the company’s capital structure, and expressed as a percentage increase or decrease (as the case may be) over the Performance Period.

“Peer Company” shall meaneach of (i) Anadarko Petroleum Corporation (ticker symbol: APC); (ii) Apache Corporation (ticker symbol: APA); (iii) ConocoPhillips (ticker symbol: COP); (iv) Devon Energy Corporation (ticker symbol: DVN); (v) Hess Corporation (ticker symbol: HES); (vi) Marathon Oil Corporation (ticker symbol: MRO); (vii) Noble Energy, Inc. (ticker symbol: NBL); and (viii) Pioneer Natural Resources Company (ticker symbol: PXD) (collectively, and including any replacement Peer Company (as discussed below), the “Peer Companies”); provided, however, that should any Peer Company (including any replacement Peer Company) cease to be a publicly traded company as the result of the consummation of a merger, acquisition, consolidation or similar transaction during the Performance Period, then (A) such Peer Company shall, for purposes of the Committee’s certification referenced above, be replaced (1) by Concho Resources Inc. (ticker symbol: CXO), or (2) if Concho Resources Inc. has previously been selected as a replacement Peer Company pursuant to this proviso or it has ceased to be a publicly traded company as the result of the consummation of a merger, acquisition, consolidation or similar transaction during the Performance Period, by Continental Resources, Inc. (ticker symbol: CLR), and (B) the Total Shareholder Return over the Performance Period of such replacement Peer Company shall be measured from the beginning of the Performance Period; and, providedfurther, should any Peer Company (including any replacement Peer Company), due to its financial performance or financial condition (e.g., bankruptcy), cease to have its voting stock be publicly traded (either temporarily or permanently), such Peer Company shall nevertheless continue to be a Peer Company for purposes of the Committee’s certification referenced above.

“TSR Rank” of the Company among the Nine Total Companies (i.e., the Company and Eight (8) Peer Companies)	Applicable “Performance Multiple”
1	200%
2	175%
3	150%
4	125%
5	100%
6	75%
7	50%
8	25%
9	0%

EX-10.4

EXHIBIT 10.4

This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.

EOG RESOURCES, INC.

STOCK-SETTLED STOCK APPRECIATION RIGHT AGREEMENT

GRANTEE: [NAME] [OPTIONEE ID]

Congratulations! You have been granted a Stock Appreciation Right (“SAR Award”) with respect to shares of common stock, $0.01 par value per share (“Stock”), of EOG Resources, Inc. (the “Company”) as follows:

Date of Grant:	[GRANT DATE]
Total Number of SARs Granted	[# SHARES]
Award Price per SAR	[AWARD PRICE]

The Compensation Committee of the Board of the Company hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a SAR Award that entitles you to receive, upon exercise hereof, the number of shares of Stock determined by multiplying the excess of the Fair Market Value of a share of Stock on the date of exercise over the Award Price per SAR set forth above by the number of shares of Stock with respect to which the SAR Award is exercised and dividing the resulting product by the Fair Market Value of a share of Stock on the date of exercise. This SAR Award is exercisable in accordance with the vesting schedule and terms set forth below.

General. This SAR Award Agreement (this “Agreement”) is governed by the terms and conditions of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan.

Vesting. Assuming your continuous employment with the Company or an Affiliate, this SAR Award will become vested in 33% increments on the one-year and two-year anniversaries of the Date of Grant, and in an increment of 34% on the three-year anniversary of the Date of Grant, and will be exercisable after vesting unless and until forfeited or canceled as noted in the paragraphs below. To the extent vested, this SAR Award may be exercised in whole or in part unless and until it terminates or is forfeited or canceled.

Tax Obligations. To the extent that the exercise of this SAR Award results in income to you for federal, state or local income, employment or other tax purposes with respect to which the Company or an Affiliate has a withholding obligation, the Company or such Affiliate is authorized to withhold from the shares subject to this SAR Award any tax required to be withheld by reason of such taxable income, sufficient to satisfy the withholding obligation.

Term. Notwithstanding any other provision in this Agreement, in no event may any of this SAR Award be exercised after the seventh anniversary of the Date of Grant.

Exercise. You must exercise this SAR Award through the Company's designated broker, UBS Financial Services, Inc. ("UBS") by accessing its website at https://onesource.ubs.com/eogor by calling 1.800.725.0052. You will be notified if the designated broker is changed. If you have been notified that you must consult with a member of the Company's Legal Department prior to engaging in Stock transactions, you must consult with the Legal Department prior to exercising this SAR Award. As soon as administratively practicable following the exercise of this SAR Award, the shares of Stock exercised under this SAR Award (net of any applicable tax) will be deposited in a brokerage account established in your name at UBS.

Termination of Employment. Except as provided below, any unvested portion of this SAR Award will be forfeited upon your termination of employment.

Due to Death, Disability or Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to death, Disability, or Retirement after attaining age 62 with at least five years of service with the Company, the unvested portion of this SAR Award shall become fully vested on the date of such termination.

Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates due to a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), the unvested portion of this SAR Award shall become fully vested six months following the effective date of such Retirement, provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, the unvested portion of this SAR Award will be canceled on the date the Company determines that you violated any such provisions.

Exercise Following Termination of Employment. This SAR Award is not transferable by you other than pursuant to Section 4.3 of the Plan, and may be exercised only by you during your lifetime and while you remain employed by the Company or an Affiliate, except as follows:

(a) if your employment with the Company or an Affiliate terminates due to death, Disability, or Retirement after attaining age 62 with at least five years of service, you, your estate or the person who acquires this SAR Award by will or the laws of descent and distribution or otherwise by reason of your death may exercise this SAR Award at any time during the 18-month period following the date of such termination or, if shorter, the termination date of the SAR Award;

(b) if your employment with the Company or an Affiliate terminates voluntarily prior to age 62 and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, subject to such restrictions as the Company may impose (including, but not limited to, a six-month post-employment non-competition agreement), you may exercise this SAR Award at any time during the 18-month period following the date of such Retirement or, if shorter, the termination date of the SAR Award, up to the number of vested exercisable SARs you are entitled to in this Agreement as of the date of exercise, provided that you do not violate the provisions of any restrictive covenants to which you are subject (including those set forth in any post-employment non-competition agreement between you and the Company), in which case, the unvested portion of this SAR Award will be canceled on the date the Company determines that you violated any such provisions;

(c) if your employment with the Company or an Affiliate terminates due to Involuntary Termination other than for Cause, you may exercise this SAR Award at any time during the 90-day period following the date of such termination or, if shorter, the termination date of the SAR Award, up to the number of vested exercisable SARs you are entitled to in this Agreement as of the date of your termination;

(d) if your employment with the Company or an Affiliate terminates voluntarily for any reason other than Retirement after attaining age 62 with at least five years of service with the Company or Company-approved Retirement prior to age 62 with at least five years of service with the Company, you may exercise this SAR Award at any time during the 30-day period following the date of such termination or, if shorter, the termination date of the SAR Award, up to the number of vested exercisable SARs you are entitled to in this Agreement as of the date of your termination; and

(e) if your employment with the Company or an Affiliate is terminated for Cause, this SAR Award will be canceled on the date of your termination of employment.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan), the unvested portion of this SAR Award shall become fully vested effective as of the effective date of the Change in Control of the Company and may be exercised at any time during the remaining term of the SAR Award.

Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this SAR Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the UBS Financial Services, Inc. website; (iii) the delivery of such documents via the UBS Financial Services, Inc. website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.