-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGXfWCx5FXGGxq8VLW0DK/wdeKNHEHiskVq2eZfziaHA6SX/UwsU1Z61ETtu62Se e8Bdm987angaH0kTz4361w== 0000950129-01-501169.txt : 20010605 0000950129-01-501169.hdr.sgml : 20010605 ACCESSION NUMBER: 0000950129-01-501169 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010604 EFFECTIVENESS DATE: 20010604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EOG RESOURCES INC CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62256 FILM NUMBER: 1653922 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77002-7361 BUSINESS PHONE: 7136517000 MAIL ADDRESS: STREET 1: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-7361 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OIL & GAS CO DATE OF NAME CHANGE: 19920703 S-8 1 h88128s-8.txt EOG RESOURCES INC 1 As filed with the Securities and Exchange Commission on June 4, 2001 Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- EOG RESOURCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 47-0684736 (State or other jurisdiction of incorporation or (I.R.S Employer organization) Identification No.) 333 CLAY STREET, SUITE 4200 HOUSTON, TEXAS 77002 (Address of Principal Executive Offices) (Zip Code) EOG RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) ------------- BARRY HUNSAKER, JR. EOG RESOURCES, INC. 333 CLAY STREET, SUITE 4200 HOUSTON, TEXAS 77002 (Name and address of agent for service) (713) 651-6940 (Telephone number, including area code, of agent for service) With Copy to: ARTHUR H. ROGERS FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 ------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================================== TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED(2) PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share (including associated rights to purchase Series E Junior Participating Preferred Stock) 500,000 shares $44.695 $22,347,500 $5,587 ===================================================================================================================================
(1) Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average high and low prices of the Common Stock on the New York Stock Exchange on May 31, 2001. (2) Each share of Common Stock has one attached right to purchase Series E Junior Participating Preferred Stock under the Rights Agreement, dated as of February 14, 2000 between EOG Resources, Inc. and First Chicago Trust Company of New York, as Rights Agent. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; 3. Definitive Proxy Statement for the Annual Meeting held May 8, 2001 which was filed with the SEC on March 28, 2001 as part of Schedule 14A; 4. Revised Definitive Proxy Statement for the Annual Meeting held May 8, 2001 which was filed with the SEC on March 29, 2001 as part of Schedule 14A; 5. The Registrant's Current Report on Form 8-K which was filed with the SEC on April 20, 2001; 6. The Registrant's Current Report on Form 8-K which was filed with the SEC on May 2, 2001; 7. The description of the Registrant's Common Stock, par value $.01 per share, contained in the Registration Statement on Form 8-A of the Registrant filed with the Commission on August 29, 1989; and 8. The description of the Registrant's preferred stock purchase rights contained in the Registration Statement on Form 8-A12B filed with the Commission on February 18, 2000. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. As of April 30, 2001, lawyers at Fulbright & Jaworski L.L.P. working on this matter owned 1,300 shares of Common Stock of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware Corporation Law permits a corporation to include in its charter documents and in agreements between the corporation and its directors and officers provisions as to the scope of indemnification. The Restated Certificate of Incorporation, as amended, of the Registrant (the "Corporation" therein) contains the following provisions relating to indemnification of directors and officers, namely: "Eighth: A.1. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve II-1 3 intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. 2. The foregoing provisions of this Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of this Restated Certificate of Incorporation. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article, a director shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law enacted that further limits the liability of a director. B.1. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 2. hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of the proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. 2. If a claim under paragraph B.1. of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. II-2 4 3. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. 4. The Corporation may maintain insurance at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation law. 5. If this article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer, employee and agent of the Corporation, and may nevertheless indemnify and hold harmless each employee and agent of the Corporation, as to costs, charges and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law. 6. For purposes of this Article, reference to the "Corporation" shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued." The Registrant has purchased liability insurance policies covering the directors and officers of the Registrant to provide protection where the Registrant cannot legally indemnify a director or officer and where a claim arises under the Employee Retirement Income Security Act of 1974 against a director or officer based on an alleged breach of fiduciary duty or other wrongful act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1(a) Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 Registration Statement No. 333-0678, filed on August 24, 1989). 4.1(b) Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(b) to Form S-8 Registration Statement No. 33-52201, filed February 8, 1994). 4.1(c) Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(c) to Form S-8 Registration Statement No. 33-58103, filed March 15, 1995). 4.1(d) Certificate of Amendment of Restated Certificate of Incorporation, dated June 11, 1996 (incorporated by reference to Exhibit 3(d) to Form S-3 Registration Statement No. 333-09919, filed August 9, 1996). II-3 5 4.1(e) Certificate of Amendment of Restated Certificate of Incorporation, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to Form S-3 Registration Statement No. 333-44785, filed January 23, 1998). 4.1(f) Certificate of Ownership and Merger, dated August 26, 1999 (incorporated by reference to Exhibit 3.1(f) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 4.2 By-laws, dated August 23, 1989, as amended December 12, 1990, February 8, 1994, January 19, 1996, February 13, 1997, May 5, 1998, September 7, 1999, February 14, 2000 and May 8, 2001 incorporated by reference to the Registrant's Current Report on Form 10-Q, filed May 9, 2001. 4.3 Specimen of Certificate evidencing the Common Stock (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 4.4* EOG Resources, Inc. Employee Stock Purchase Plan. 5.1* Opinion of Fulbright & Jaworski L.L.P. 23.1* Consent of Arthur Andersen LLP. 23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). 23.3* Consent of DeGolyer and MacNaughton. 24.1* Certain Powers of Attorney. *filed herewith ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar volume of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; II-4 6 Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 4, 2001. EOG RESOURCES, INC. By: /s/ DAVID R. LOONEY ------------------------ David R. Looney Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ MARK G. PAPA Chairman of the Board, Chief ------------------ Executive Officer (Principal June 4, 2001 Mark G. Papa Executive Officer) and Director /s/ TIMOTHY K. DRIGGERS Vice President, Accounting and Land ------------------------ Administration (Principal Accounting June 4, 2001 Timothy K. Driggers Officer) Vice President, Finance (Principal /s/ DAVID R. LOONEY Financial Officer) June 4, 2001 --------------------- David R. Looney * Director June 4, 2001 --------------------- Fred C. Ackman * Director June 4, 2001 --------------------- George A. Alcorn * Director June 4, 2001 --------------------- Edward Randall, III
II-6 8 * Director June 4, 2001 --------------------- Edmund P. Segner, III * Director June 4, 2001 --------------------- Donald F. Textor * Director June 4, 2001 --------------------- Frank G. Wisner * By: /s/ PATRICIA L. EDWARDS Attorney-in-Fact June 4, 2001 ----------------------- Patricia L. Edwards Attorney-in-Fact
II-7 9 EXHIBIT INDEX Exhibit Number Description 4.1(a) Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 Registration Statement No. 333-0678, filed on August 24, 1989). 4.1(b) Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(b) to Form S-8 Registration Statement No. 33-52201, filed February 8, 1994). 4.1(c) Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(c) to Form S-8 Registration Statement No. 33-58103, filed March 15, 1995). 4.1(d) Certificate of Amendment of Restated Certificate of Incorporation, dated June 11, 1996 (incorporated by reference to Exhibit 3(d) to Form S-3 Registration Statement No. 333-09919, filed August 9, 1996). 4.1(e) Certificate of Amendment of Restated Certificate of Incorporation, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to Form S-3 Registration Statement No. 333-44785, filed January 23, 1998). 4.1(f) Certificate of Ownership and Merger, dated August 26, 1999 (incorporated by reference to Exhibit 3.1(f) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 4.2 By-laws, dated August 23, 1989, as amended December 12, 1990, February 8, 1994, January 19, 1996, February 13, 1997, May 5, 1998, September 7, 1999, February 18, 2000 and May 8, 2001 incorporated by reference to the Registrant's Current Report on Form 10-Q, filed May 9, 2001. 4.3 Specimen of Certificate evidencing the Common Stock (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 4.4* EOG Resources, Inc. Employee Stock Purchase Plan. 5.1* Opinion of Fulbright & Jaworski L.L.P. 23.1* Consent of Arthur Andersen LLP. 23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). 23.3* Consent of DeGolyer and MacNaughton. 24.1* Certain Powers of Attorney. *filed herewith EX-4.4 2 h88128ex4-4.txt EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.4 EOG RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN 2 TABLE OF CONTENTS Page ARTICLE 1 PURPOSE, COMMITMENT AND INTENT 1.1 Purpose ................................................ 1 1.2 Share Commitment ....................................... 1 1.3 Intent ................................................. 1 1.4 Shareholder Approval ................................... 1 ARTICLE 2 DEFINITIONS 2.1 "Affiliate" ............................................ 2 2.2 "Beneficiary" .......................................... 2 2.3 "Board of Directors" ................................... 2 2.4 "Code" ................................................. 2 2.5 "Committee" ............................................ 2 2.6 "Company" .............................................. 2 2.7 "Compensation" ......................................... 2 2.8 "Employee" ............................................. 2 2.9 "Employer" ............................................. 2 2.10 "Exercise Date" ........................................ 2 2.11 "Fair Market Value" or "FMV" ........................... 2 2.12 "Grant Date" ........................................... 2 2.13 "Offering Period" ...................................... 2 2.14 "Option" ............................................... 2 2.15 "Option Price".......................................... 2 2.16 "Participant" .......................................... 2 2.17 "Plan" ................................................. 3 2.18 "Shares" ............................................... 3 2.19 "Stock" ................................................ 3 ARTICLE 3 ELIGIBILITY 3.1 General Requirements .................................. 3 3.2 Limitations Upon Participation ........................ 3 ARTICLE 4 PARTICIPATION 4.1 Grant and Exercise of Option .......................... 3 4.2 Payroll Deduction ..................................... 3 4.3 Payroll Deductions Continuing ......................... 4 4.4 Right to Stop Payroll Deductions ...................... 4 4.5 Accounting for Funds .................................. 4 i 3 TABLE OF CONTENTS Page 4.6 Employer's Use of Funds........................................... 4 ARTICLE 5 IN SERVICE WITHDRAWAL, TERMINATION OF EMPLOYMENT, DEATH 5.1 In Service Withdrawal............................................. 4 5.2 Termination of Employment......................................... 4 5.3 Death............................................................. 4 ARTICLE 6 EXERCISE OF OPTIONS 6.1 Purchase of Stock................................................. 5 6.2 Accounting for Stock.............................................. 5 6.3 Issuance of Shares................................................ 5 6.4 Restriction on Shares............................................. 5 ARTICLE 7 ADMINISTRATION 7.1 Powers of Committee............................................... 6 7.2 Standard of Judicial Review of Committee Actions.................. 6 ARTICLE 8 ADOPTION OF PLAN BY OTHER EMPLOYERS 8.1 Adoption Procedure................................................ 6 8.2 No Joint Venture Implied.......................................... 7 ARTICLE 9 TERMINATION AND AMENDMENT OF THE PLAN 9.1 Termination....................................................... 7 9.2 Amendment......................................................... 7 ARTICLE 10 MISCELLANEOUS 10.1 Designation of Beneficiary........................................ 7 10.2 Plan Not An Employment Contract................................... 8 10.3 All Participants' Rights Are Equal................................ 8 10.4 Options Granted Are Not Transferable.............................. 8 10.5 Voting of Stock................................................... 8 10.6 No Shareholder Rights............................................. 8 ii 4 TABLE OF CONTENTS PAGE ---- 10.7 Governmental Regulations............................................8 10.8 Notices.............................................................8 10.9 Indemnification of Committee........................................8 10.10 Tax Withholding.....................................................8 10.11 Gender and Number...................................................9 10.12 Severability........................................................9 10.13 Governing Law; Parties to Legal Actions.............................9 iii 5 EXHIBIT 4.4 EOG RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE, COMMITMENT AND INTENT 1.1 Purpose. The purpose of this Plan is to provide Employees of the Company and its Affiliates which adopt the Plan with an opportunity to purchase Stock of the Company through offerings of options at a discount and thus develop a stronger incentive to work for the continued success of the Company and its Affiliates. Therefore, this Plan is available to all Employees of every Employer upon their fulfilling the eligibility requirements of Section 3.1. Any Affiliate may adopt it with the approval of the Committee by fulfilling the requirements of Section 8.1. This Plan is sponsored by the Company. The Plan will terminate on the tenth anniversary of the date of commencement of the initial offering period under the Plan. 1.2 Share Commitment. The aggregate number of Shares authorized to be sold pursuant to Options granted under this Plan is 500,000 Shares, subject to adjustment as provided in this Section. Any Shares relating to Options that are granted, but subsequently lapse, are canceled, or are otherwise not exercised by the Exercise Date, shall be available for future grants of Options. In the event of any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of Shares, or the like, as a result of which shares shall be issued in respect of the outstanding Shares, or the Shares shall be changed into the same or a different number of the same or another class of stock, the total number of Shares authorized to be committed to this Plan, the number of Shares subject to each outstanding Option and the Option Price applicable to each Option shall be appropriately adjusted by the Committee. 1.3 Intent. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under section 423 of the Code. Therefore, the provisions of the Plan are to be construed in a manner consistent with the requirements of section 423 of the Code. 1.4 Shareholder Approval. To be effective for an Employer, this Plan must be approved by the shareholders of that Employer within 12 months before or after the Plan is approved by the board of directors of that Employer. The approval of shareholders must comply with all applicable provisions of the corporate charter, bylaws and applicable laws of the jurisdiction prescribing the method and degree of shareholder approval required for the issuance of corporate stock or options. ARTICLE 2 DEFINITIONS The words and phrases defined in this Article shall have the meaning set out in these definitions throughout this Plan, unless the context in which any word or phrase appears reasonably requires a broader, narrower, or different meaning. 1 6 2.1 "Affiliate" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 2.2 "Beneficiary" means the person who is entitled to receive amounts under the Plan upon the death of a Participant. 2.3 "Board of Directors" means the board of directors of the Company. 2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time. 2.5 "Committee" means the Compensation Committee of the Board of Directors of the Company. 2.6 "Company" means EOG Resources, Inc. 2.7 "Compensation" means the Employee's regular rate of wages from the Employer. 2.8 "Employee" means any person who is a common law employee of the Employer excluding only those whose customary employment with the Employer is 20 hours or less per week. 2.9 "Employer" means the Company and each Affiliate which has adopted the Plan as provided in Section 8.1 of the Plan. 2.10 "Exercise Date" means the last business day of the Offering Period, which is the day that all Options that Participants have elected to exercise are to be exercised. 2.11 "Fair Market Value" or "FMV" of the Stock as of any date means the closing price of the Stock on that date (or if there was no sale on a given date, the next preceding date on which there was a sale) on the principal securities exchange on which the Stock is listed. 2.12 "Grant Date" means the first business day of the Offering Period, which is the day the Committee grants all eligible Employees an Option under this Plan. 2.13 "Offering Period" means the six-month periods commencing on July 1 and January 1 of each year. The initial offering period shall begin July 1, 2001 unless the Committee determines that the initial Offering Period shall commence on January 1, 2002. 2.14 "Option" means an option granted under this Plan to purchase shares of Stock at the Option Price on the Exercise Date. 2.15 "Option Price" means the price to be paid for each Share upon exercise of an Option, which shall be the lesser of (a) 85% of the FMV of a Share on the Grant Date or (b) 85% of the FMV of a Share on the Exercise Date. 2.16 "Participant" means a person who is eligible to be granted an Option under this Plan and who elects to have payroll deductions withheld under the Plan for the purpose of exercising that Option on the Exercise Date. 2 7 2.17 "Plan" means the EOG Resources, Inc. Employee Stock Purchase Plan, as set out in this document and as it may be amended from time to time. 2.18 "Shares" means shares of Stock. 2.19 "Stock" means the Company's common stock. ARTICLE 3 ELIGIBILITY 3.1 General Requirements. Each Employee is eligible to participate in the Plan for a given Offering Period if he is an Employee on the Grant Date, subject to the limitations imposed in Section 3.2. 3.2 Limitations Upon Participation. Any provision of this Plan to the contrary notwithstanding, no Employee shall be granted an Option: (a) if, immediately after the grant, the Employee would own, including all outstanding options which are still exercisable to purchase Stock, five percent or more of the total combined voting power or value of all classes of Stock of the Company or of any parent or subsidiary of the Company within the meaning of sections 423 and 424 of the Code; (b) which permits the Employee to purchase Stock under all employee stock purchase plans, as defined in section 423 of the Code, of the Company and all Affiliates at a rate which exceeds $25,000 in Fair Market Value of the Stock (determined at the time the Option is granted) for each calendar year in which the option granted to the Employee is outstanding at any time as provided in sections 423 and 424 of the Code; or (c) which permits the Employee rights to purchase Stock in excess of the number of Shares set by the Committee if it deems such a restriction to be appropriate. ARTICLE 4 PARTICIPATION 4.1 Grant and Exercise of Option. Effective as of the Grant Date the Committee shall grant an Option to each Participant that shall be exercisable on the Exercise Date only through funds accumulated by the Employee through payroll deductions made during the Offering Period together with any funds remaining in the Participant's payroll deduction account at the beginning of the Offering Period. Except as may be determined otherwise by the Committee and announced to Employees prior to an Offering Period, the number of Shares included in an Option deemed to have been granted to an Employee on the Grant Date shall be determined by dividing $12,500 by the FMV of a share of Stock on such date. 4.2 Payroll Deduction. For an Employee to become eligible to receive an Option granted for a given Offering Period, the Employee must complete a payroll deduction form and file it with the Employer no earlier than 30 nor later than 15 days prior to the beginning of the Offering Period. The payroll deduction form shall permit a Participant to elect to have withheld from his Compensation an amount no less than one percent, nor more than ten percent, of his Compensation (only in whole percentages) taken pro rata from the Compensation paid to him by the Employer. Each payroll deduction shall begin on the first pay period ending after the beginning of an Offering Period and shall continue through the last pay period ending prior to the 3 8 Exercise Date. No Participant shall be permitted to begin payroll deductions at any other time. A Participant may not make additional contributions to his Plan account. 4.3 Payroll Deductions Continuing. A Participant's election to have payroll deductions shall remain in effect for all ensuing Offering Periods until changed by the Participant by filing an appropriate amended payroll deduction form not earlier than 30 nor later than 15 days prior to the commencement of the Offering Period for which it is to be effective. 4.4 Right to Stop Payroll Deductions. A Participant may discontinue payroll deductions and his participation in the Plan as provided in Section 5.1, but no other change may be made during an Offering Period and, specifically, a Participant may not alter the rate of his payroll deductions for that Offering Period. 4.5 Accounting for Funds. As of each payroll deduction period, the Employer shall cause to be credited to the Participant's payroll deduction account in a ledger established for that purpose, the funds withheld from and attributable to the Employee's compensation for that period. No interest shall be credited to the Participant's payroll deduction account at any time. The obligation of the Employer to the Participant for this account shall be a general corporate obligation and shall not be funded through a trust nor secured by any assets which would cause the Participant to be other than a general creditor of the Employer. 4.6 Employer's Use of Funds. All payroll deductions received or held by an Employer may be used by the Employer for any corporate purposes, and the Employer shall not be obligated to segregate such payroll deductions. ARTICLE 5 IN SERVICE WITHDRAWAL TERMINATION OF EMPLOYMENT DEATH 5.1 In Service Withdrawal. A Participant may, at any time on or before 15 days prior to the Exercise Date, or such other date as shall be determined by the Committee from time to time, elect to withdraw all funds then credited to his payroll deduction account by giving written notice to his Employer in accordance with the rules established by the Committee. All funds credited to the Participant's payroll deduction account shall be paid to him as soon as administratively feasible. The withdrawal election terminates the Participant's right to exercise his Option on the Exercise Date and his entitlement to elect any further payroll deductions for the then current Offering Period. Should the Participant wish to participate in any future Offering Period, the Participant must file a new payroll deduction election form with the Committee within the time frame required for participation for that Offering Period. 5.2 Termination of Employment. If a Participant's employment is terminated for any reason other than death prior to the Exercise Date, the Option granted to the Participant for that Option Period shall lapse. The Participant's payroll deduction account shall be returned to him as soon as administratively feasible. 5.3 Death. If a Participant dies before the Exercise Date, the Option granted to the Participant for that Offering Period shall lapse. The Participant's payroll deduction account shall be returned to him as soon as administratively feasible. If the Participant dies after the Exercise Date but prior to the delivery of his certificate, the Stock shall be delivered to his Beneficiary (or to his estate if he has no Beneficiary). If there is no Beneficiary, the Stock shall be held in the Participant's account until the representative of the estate has been appointed and provides such evidence as may be required by the Committee before the certificate is 4 9 delivered to the proper party together with a check in the amount of any remaining funds in the Participant's payroll deduction account. ARTICLE 6 EXERCISE OF OPTIONS 6.1 Purchase of Stock. Subject to the limitations in Sections 3.2 and 4.1 of the Plan, on the Exercise Date of each Offering Period each Participant's payroll deduction account shall be used to purchase the maximum number of whole shares of Stock that can be purchased at the Option Price for that Offering Period. Any funds remaining in a Participant's payroll deduction account after the exercise of his Option for an Offering Period shall remain in the Participant's account to be used in the ensuing Offering Period, together with new payroll deductions, if any, for that Offering Period to exercise the next succeeding Option which is to be exercised. If in any Offering Period the total number of shares of Stock to be purchased by all Participants exceed the number of shares of Stock committed to the Plan, then each Participant shall be entitled to purchase only his pro rata portion of the shares of Stock remaining available under the Plan based on the balances in each Participant's payroll deduction account as of the Exercise Date. No fractional shares of Stock may be purchased under this Plan. After the purchase of all shares of Stock available on the Exercise Date, all Options granted for the Offering Period to the extent not used shall terminate. 6.2 Accounting for Stock. After the Exercise Date of each Offering Period a report shall be given to each Participant stating the amount of his payroll deduction account, the number of shares of Stock purchased and the applicable Option Price. 6.3 Issuance of Shares. As soon as administratively feasible after the end of the Offering Period the Committee shall advise the appropriate officer of the Company that the terms of the Plan have been complied with and that it is appropriate for the officer to cause to be issued the shares of Stock upon which Options have been exercised under the Plan. The Committee may determine to hold such shares of Stock until the Participant requests such shares of Stock. The Committee may determine in its discretion the manner of delivery of the shares of Stock purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of certificates or any other means as the Committee, in its discretion, deems appropriate. The Committee may, in its discretion, hold the certificate for any shares of Stock or cause it to be legended in order to comply with the securities laws of the applicable jurisdiction. 6.4 Restriction on Shares. A Participant shall be free to undertake a disposition (as that term is defined in Section 424(c) of the Code) of the shares in his account at any time, whether by sale, exchange, gift, or other transfer of legal title, but in the absence of such a disposition of the shares, the shares must remain in the Participant's account at the brokerage or other financial services firm designated by the Committee until the holding period set forth in Section 423(a) of the Code has been satisfied. With respect to Shares for which such holding period has been satisfied, the Participant may direct that those Shares be moved to another account of Participant's choosing or request that a stock certificate be issued and delivered to him. Notwithstanding anything to the contrary contained in this Plan, a Participant shall not transfer or otherwise dispose of Stock in violation of the Company's Insider Trading Policy. 5 10 ARTICLE 7 ADMINISTRATION 7.1 Powers of Committee. The Committee has the exclusive responsibility for the general administration of the Plan, and has all powers necessary to accomplish that purpose, including but not limited to the following rights, powers, and authorities: (a) to make rules for administering the Plan so long as they are not inconsistent with the terms of the Plan; (b) to construe all provisions of the Plan; (c) to correct any defect, supply any omission, or reconcile any inconsistency which may appear in the Plan; (d) to select, employ, and compensate at any time any consultants, accountants, attorneys, and other agents the Committee believes necessary or advisable for the proper administration of the Plan; (e) to determine all questions relating to eligibility, Fair Market Value, Option Price and all other matters relating to benefits or Participants' entitlement to benefits; (f) to resolve all controversies relating to the administration of the Plan, including but not limited to any differences of opinion arising between the Employer and a Participant, and any questions it believes advisable for the proper administration of the Plan; and (g) to delegate any clerical or record-keeping duties of the Committee as the Committee believes is advisable to properly administer the Plan. 7.2 Standard of Judicial Review of Committee Actions. The Committee has full and absolute discretion in the exercise of each and every aspect of its authority under the Plan. Notwithstanding anything to the contrary, any action taken, or ruling or decision made, by the Committee in the exercise of any of its powers and authorities under the Plan shall be final and conclusive as to all parties other than the Company and its Affiliates, including without limitation all Participants and their Beneficiaries, regardless of whether the Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling, or decision. No final action, ruling, or decision of the Committee shall be subject to de novo review in any judicial proceeding; and no final action, ruling, or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. ARTICLE 8 ADOPTION OF PLAN BY OTHER EMPLOYERS 8.1 Adoption Procedure. With the approval of the Committee, any Affiliate may adopt this Plan by: (a) a certified resolution or consent of the board of directors of the adopting Affiliate or an executed adoption instrument (approved by the board of directors of the adopting Affiliate) agreeing to be bound as an Affiliate by all the terms, conditions and limitations of this Plan; and (b) providing all information required by the Committee. 6 11 8.2 No Joint Venture Implied. The document which evidences the adoption of the Plan by an Affiliate shall become a part of this Plan. However, neither the adoption of this Plan by an Affiliate nor any act performed by it in relation to this Plan shall create a joint venture or partnership relation between it and the Company or any other Affiliate. ARTICLE 9 TERMINATION AND AMENDMENT OF THE PLAN 9.1 Termination. The Company may, by action of the Board of Directors, terminate the Plan at any time and for any reason. The Plan shall automatically terminate upon the purchase by Participants of all shares of Stock committed to the Plan, unless the number of Shares committed to the Plan are increased by the Board of Directors and approved by the shareholders of the Company. Upon termination of the Plan, as soon as administratively feasible there shall be refunded to each Participant the remaining funds in his payroll deduction account, and there shall be forwarded to the Participants certificates for all shares of Stock held under the Plan for the account of Participants. The termination of this Plan shall not affect the current Options already outstanding under the Plan to the extent there are Shares committed, unless the Participants agree. 9.2 Amendment. The Board of Directors reserves the right to modify, alter or amend the Plan at any time and from time to time to any extent that it deems advisable, including, without limiting the generality of the foregoing, any amendment deemed necessary to ensure compliance of the Plan with Section 423 of the Code. The Board of Directors may suspend operation of the Plan for any period as it may deem advisable. However, no amendment or suspension shall operate to reduce any amounts previously allocated to a Participant's payroll deduction account, to reduce a Participant's rights with respect to shares of Stock previously purchased and held on his behalf under the Plan nor to affect the current Option a Participant already has outstanding under the Plan without the Participant's agreement. Any amendment changing the aggregate number of Shares to be committed to the Plan or the class of employees eligible to receive Options under the Plan must have shareholder approval as set forth in Section 1.4. ARTICLE 10 MISCELLANEOUS 10.1 Designation of Beneficiary. (a) A Participant may file a written designation of a Beneficiary who is to receive any cash and Shares credited to the Participant's account under the Plan. If a Participant is married and the designated Beneficiary is not the Participant's spouse, written spousal consent shall be required for the designation to be effective. (b) A Participant may change his designation of a Beneficiary at any time by written notice. If a Participant dies when he has not validly designated a Beneficiary under the Plan, the Company shall deliver such Shares and cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares and cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 7 12 10.2 Plan Not An Employment Contract. The adoption and maintenance of this Plan is not a contract between the Employer and its Employees which gives any Employee the right to be retained in its employment. Likewise, it is not intended to interfere with the rights of the Employer to discharge any Employee at any time or to interfere with the Employee's right to terminate his employment at any time. 10.3 All Participants' Rights Are Equal. All Participants will have the same rights and privileges under this Plan as are required by section 423 of the Code and section 1.423-2(f) of the regulations promulgated under that section of the Code. 10.4 Options Granted Are Not Transferable. No Option granted a Participant under this Plan is transferable by the Participant and must be exercisable only by him. In the event any Participant attempts to violate the terms of this Section, any Option held by the Participant shall be terminated by the Company and upon return to the Participant of the remaining funds in his payroll deduction account, all of his rights under the Plan will terminate. 10.5 Voting of Stock. Shares of Stock held under the Plan for the account of each Participant shall be voted by the holder of record of those shares in accordance with the Participant's instructions. 10.6 No Shareholder Rights. No eligible Employee or Participant shall by reason of participation in the Plan have any rights of a shareholder of the Company until he acquires shares of Stock as provided in this Plan. 10.7 Governmental Regulations. The obligation to sell or deliver the shares of Stock under this Plan is subject to the approval of all governmental authorities required in connection with the authorization, purchase, issuance or sale of that Stock. 10.8 Notices. All notices and other communication in connection with the Plan shall be in the form specified by the Committee and shall be deemed to have been duly given when sent to the Participant at his last known address or to his designated personal representative or beneficiary, or to the Employer or its designated representative, as the case may be. 10.9 Indemnification of Committee. In addition to all other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted under the Plan, and against all amounts paid in settlement (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it is adjudged in the action, suit or proceeding, that the Committee member is liable for gross negligence or willful misconduct in the performance of his duties. 10.10 Tax Withholding. At the time a Participant's Option is exercised or at the time a Participant disposes of some or all of the Stock purchased under the Plan, the Participant must make adequate provision for the Employer's federal, state or other tax withholding obligations, if any, which arise upon the exercise of the Option or the disposition of the Stock. At any time, the Employer may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary for the Employer to meet applicable withholding obligations. 8 13 The IRS recently issued guidance providing that it will not require the withholding or payment of FICA or FUTA taxes or withholding for Federal income taxes at the time a participant's Options are exercised or at the time a participant disposes of some or all of the Stock purchased under the Plan prior to January 1, 2003. The IRS stated that further guidance regarding withholding may be issued effective January 1, 2003 in which it may require the withholding and payment of FICA, FUTA, and Federal income taxes upon an exercise or disposition made on or after that date. 10.11 Gender and Number. If the context requires it, words of one gender when used in this Plan shall include the other genders, and words used in the singular or plural shall include the other. 10.12 Severability. Each provision of this Plan may be severed. If any provision is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of any other provision. 10.13 Governing Law; Parties to Legal Actions. The provisions of this Plan shall be construed, administered, and governed under the laws of the State of Texas and, to the extent applicable, by the securities, tax, employment and other laws of the United States which are applicable to an employee stock purchase plan. 9 EX-5.1 3 h88128ex5-1.txt OPINION OF FULBRIGHT & JAWORSKI LLP 1 EXHIBIT 5.1 [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.] June 4, 2001 EOG Resources, Inc. 333 Clay Street, Suite 4200 Houston, Texas 77002 Gentlemen: We have acted as counsel for EOG Resources, Inc., a Delaware corporation (the "Registrant"), in connection with the registration under the Securities Act of 1933 of an aggregate of 500,000 shares of the Registrant's common stock, par value $.01 per share (the "Shares"),which are to be offered upon the terms and subject to the conditions set forth in the Registrant's Employee Stock Purchase Plan (the "Employee Plan"). In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, the Employee Plan, the records of relevant corporate proceedings with respect to the issuance of the Shares and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We also have examined the Registrant's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to the Shares. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. 2 Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Employee Plan will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.1 4 h88128ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 15, 2001, included in EOG Resources, Inc.'s Form 10-K for the year ended December 31, 2000, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas June 4, 2001 EX-23.3 5 h88128ex23-3.txt CONSENT OF DEGOLYER AND MACNAUGHTON 1 EXHIBIT 23.3 [DeGOLYER AND MacNAUGHTON LETTERHEAD] June 4, 2001 EOG Resources, Inc. 333 Clay Street, Suite 4200 Houston, Texas 77002 Gentlemen: In connection with the Registration Statement on Form S-8 (the Registration Statement), to be filed with the Securities and Exchange Commission on or about June 1, 2001, by EOG Resources, Inc. (the Company), DeGolyer and MacNaughton hereby consents to the incorporation in said Registration Statement of the references to our firm and to the opinions delivered to the Company regarding our comparison of estimates prepared by us with those furnished to us by the Company of the proved oil, condensate, natural gas liquids, and natural gas reserves of certain selected properties owned by the Company. The opinions are contained in our letter reports dated January 11, 1999, February 8, 2000, and February 8, 2001, for estimates as of December 31, 1998, December 31, 1999, and December 31, 2000, respectively. The opinions are referred to in the section "Supplemental Information to Consolidated Financial Statements--Oil and Gas Producing Activities" in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. DeGolyer and MacNaughton also consents to the incorporation by reference in the Registration Statement of its letter report, dated February 8, 2001, addressed to the Company, which is included as Exhibit 23.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. Very truly yours, DeGOLYER and MacNAUGHTON EX-24.1 6 h88128ex24-1.txt CERTAIN POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock , $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan and the EOG Resources, Inc. Savings Plan (collectively, the "Plans"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plans to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned has hereto set his hand this 4th day of June, 2001. /s/ FRED C. ACKMAN ----------------------------------------- Fred C. Ackman 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock , $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan and the EOG Resources, Inc. Savings Plan (collectively, the "Plans"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plans to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned has hereto set his hand this 4th day of June, 2001. /s/ GEORGE A. ALCORN ----------------------------------------- George A. Alcorn 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock , $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan and the EOG Resources, Inc. Savings Plan (collectively, the "Plans"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plans to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned has hereto set his hand this 4th day of June, 2001. /s/ EDWARD RANDALL, III ----------------------------------------- Edward Randall, III 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock , $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan and the EOG Resources, Inc. Savings Plan (collectively, the "Plans"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plans to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned has hereto set his hand this 4th day of June, 2001. /s/ DONALD F. TEXTOR ----------------------------------------- Donald F. Textor 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock , $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan and the EOG Resources, Inc. Savings Plan (collectively, the "Plans"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plans to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned has hereto set his hand this 4th day of June, 2001. /s/ FRANK G. WISNER ----------------------------------------- Frank G. Wisner 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with registration by EOG Resources, Inc., a Delaware corporation (the "Company"), of Common Stock , $.01 par value, of the Company, to be offered and sold or issued by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan and the EOG Resources, Inc. Savings Plan (collectively, the "Plans"), the undersigned director of the Company hereby constitutes and appoints Timothy K. Driggers, David R. Looney, Barry Hunsaker, Jr., and Patricia L. Edwards, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such Common Stock and the Plans to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned has hereto set his hand this 4th day of June, 2001. /s/ EDMUND P. SEGNER, III ----------------------------------------- Edmund P. Segner, III -----END PRIVACY-ENHANCED MESSAGE-----