As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2022 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed Consolidated Statements of Income and Comprehensive Income based upon the job function of the employees receiving the grants as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Lease and Well	$	16	$	6	$	39	$	29
Gathering and Processing Costs	1		1		3		3
Exploration Costs	8		—		18		10
General and Administrative	32		27		66		57
Total	$	57	$	34	$	126	$	99

EOG's stockholders approved the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan) at the 2021 Annual Meeting of Stockholders. Therefore, no further grants were made from the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) from and after the April 29, 2021 effective date of the 2021 Plan. The 2021 Plan provides for grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units, restricted stock units with performance-based conditions (together with the performance units granted under the 2008 Plan, Performance Units) and other stock-based awards, up to an aggregate maximum of 20 million shares of common stock, plus any shares that were subject to outstanding awards under the 2008 Plan as of April 29, 2021, that are subsequently canceled, forfeited, expire or are otherwise not issued or are settled in cash. Under the 2021 Plan, grants may be made to employees and non-employee members of EOG's Board of Directors (Board).

At September 30, 2023, approximately 15 million common shares remained available for grant under the 2021 Plan. EOG's policy is to issue shares related to the 2021 Plan grants from previously authorized unissued shares or treasury shares to the extent treasury shares are available.

Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan. The fair value of stock option grants and SAR grants is estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $8 million and $11 million during the three months ended September 30, 2023 and 2022, respectively, and $20 million and $28 million during the nine months ended September 30, 2023 and 2022, respectively.

EOG did not grant any stock options or SARs during the nine-month period ended September 30, 2023. Weighted average fair values and valuation assumptions used to value stock options and SARs granted during the nine-month period ended September 30, 2022 and ESPP grants during the nine-month periods ended September 30, 2023 and 2022 are as follows:


	Stock Options/SARs			ESPP
	Nine Months Ended September 30,			Nine Months Ended September 30,
	2022			2023			2022
Weighted Average Fair Value of Grants	$	28.30		$	29.39		$	26.71
Expected Volatility	42.20		%	38.07		%	43.08		%
Risk-Free Interest Rate	0.89		%	5.02		%	1.33		%
Dividend Yield	3.28		%	2.67		%	2.88		%
Expected Life	5.3 years			0.5 years			0.5 years

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.


	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
	Number of Stock Options/SARs	Weighted Average Exercise Price		Number of Stock Options/SARs	Weighted Average Exercise Price
Outstanding at January 1	4,225	$	77.49	9,969	$	84.37
Granted	—	—		2	97.64
Exercised (1)	(924)	76.88		(4,282)	91.63
Forfeited	(78)	86.69		(192)	84.26
Outstanding at September 30 (2)	3,223	$	77.45	5,497	$	78.73
Vested or Expected to Vest (3)	3,175	$	77.38	5,344	$	79.05
Exercisable at September 30 (4)	2,646	$	76.53	3,686	$	84.18

(1)The total intrinsic value of stock options/SARs exercised during the nine months ended September 30, 2023 and 2022 was $46 million and $122 million, respectively. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the exercise price of the stock options/SARs.

(2)The total intrinsic value of stock options/SARs outstanding at September 30, 2023 and 2022 was $159 million and $194 million, respectively. At September 30, 2023 and 2022, the weighted average remaining contractual life was 3.6 years and 4.3 years, respectively.

(3)The total intrinsic value of stock options/SARs vested or expected to vest at September 30, 2023 and 2022 was $157 million and $187 million, respectively. At September 30, 2023 and 2022, the weighted average remaining contractual life was 3.6 years and 4.3 years, respectively.

(4)The total intrinsic value of stock options/SARs exercisable at September 30, 2023 and 2022 was $133 million and $114 million, respectively. At September 30, 2023 and 2022, the weighted average remaining contractual life was 3.3 years and 3.7 years, respectively.

At September 30, 2023, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $17 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 0.9 years.

Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. Stock-based compensation expense related to restricted stock and restricted stock units totaled $43 million and $18 million for the three months ended September 30, 2023 and 2022, respectively, and $95 million and $63 million for the nine months ended September 30, 2023 and 2022, respectively.


	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
	Number of Shares and Units	Weighted Average Grant Date Fair Value		Number of Shares and Units	Weighted Average Grant Date Fair Value
Outstanding at January 1	4,113	$	80.77	4,680	$	69.37
Granted	1,629	131.33		1,623	113.03
Released (1)	(1,208)	40.27		(1,953)	82.05
Forfeited	(85)	84.25		(130)	65.44
Outstanding at September 30 (2)	4,449	$	110.21	4,220	$	80.41

(1)The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2023 and 2022, was $156 million and $215 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the restricted stock and restricted stock units are released.

At September 30, 2023, unrecognized compensation expense related to restricted stock and restricted stock units totaled $398 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.0 years.

Performance Units. EOG grants Performance Units annually to its executive officers without cost to them. For the grants made prior to September 2022, as more fully discussed in the grant agreements, the applicable performance metric is EOG's total shareholder return (TSR) over a three-year performance period relative to the TSR over the same period of a designated group of peer companies. Upon the application of the applicable performance multiple at the completion of the three-year performance period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding.

For the grants made beginning in September 2022, as more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's TSR over a three-year performance period relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the three-year performance period. At the end of the three-year performance period, a performance multiple based on EOG's relative TSR ranking will be determined, with a minimum performance multiple of 0% and a maximum performance multiple of 200%. A specified modifier ranging from -70% to +70% will then be applied to the performance multiple based on EOG's average ROCE over the three-year performance period, provided that in no event shall the performance multiple, after applying the ROCE modifier, be less than 0% or exceed 200%. Furthermore, if EOG's TSR over the three-year performance period is negative (i.e., less than 0%), the performance multiple will be capped at 100%, regardless of EOG's relative TSR ranking or three-year average ROCE.

The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $6 million and $5 million for the three months ended September 30, 2023 and 2022, respectively, and $11 million and $8 million for the nine months ended September 30, 2023 and 2022, respectively.


	Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units	Weighted Average Grant Date Fair Value
Outstanding at January 1	688		$	83.82	679	$	84.97
Granted	109		141.59		122	126.55
Released (1)	(86)		79.98		(57)	136.74
Forfeited for Performance Multiple (2)	(86)		79.98		(56)	136.74
Outstanding at September 30 (3)	625	(4)	$	94.94	688	$	83.82

(1)The total intrinsic value of Performance Units released was $10 million and $7 million for the nine months ended September 30, 2023 and 2022, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the Performance Units are released.

(2)Upon completion of the Performance Period for the Performance Units granted in 2019 and 2018, a performance multiple of 50% was applied to each of the grants resulting in a forfeiture of Performance Units in both February 2023 and February 2022.

At September 30, 2023, unrecognized compensation expense related to Performance Units totaled $22 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.9 years.