Aggregate maximum of common shares (in shares)

EOG RESOURCES, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited)  
2.    Stock-Based Compensation  
As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2021 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 EndedSeptember 30, |  | Nine Months EndedSeptember 30, |
|   | 2022 |  | 2021 |  | 2022 |  | 2021 |
| Lease and Well | $ | 6  |  |  | $ | 11  |  |  | $ | 29  |  |  | $ | 36  |  |
| Gathering and Processing Costs | 1  |  |  | 1  |  |  | 3  |  |  | 2  |  |
| Exploration Costs | —  |  |  | 4  |  |  | 10  |  |  | 15  |  |
| General and Administrative | 27  |  |  | 35  |  |  | 57  |  |  | 64  |  |
| Total | $ | 34  |  |  | $ | 51  |  |  | $ | 99  |  |  | $ | 117  |  |

  
The Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan) provided for grants of stock options, stock-settled stock appreciation rights (SARs), restricted stock and restricted stock units, performance units and other stock-based awards.   
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 2008 Plan from and after the April 29, 2021 effective date of the 2021 Plan. The 2021 Plan provides for grants of stock options, 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 are 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, 2022, approximately 16 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 $11 million and $20 million during the three months ended September 30, 2022 and 2021, respectively, and $28 million and $39 million during the nine months ended September 30, 2022 and 2021, respectively.  
Weighted average fair values and valuation assumptions used to value stock option, SAR and ESPP grants during the nine-month periods ended September 30, 2022 and 2021 are as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|   | Stock Options/SARs |  | ESPP |
|  | Nine Months EndedSeptember 30, |  | Nine Months EndedSeptember 30, |
|   | 2022 |  | 2021 |  | 2022 |  | 2021 |
| Weighted Average Fair Value of Grants | $ | 28.30  |  |  | $ | 24.92  |  |  | $ | 26.71  |  |  | $ | 18.15  |  |
| Expected Volatility | 42.20  | % |  | 42.24  | % |  | 43.08  | % |  | 51.23  | % |
| Risk-Free Interest Rate | 0.89  | % |  | 0.50  | % |  | 1.33  | % |  | 0.07  | % |
| Dividend Yield | 3.28  | % |  | 2.25  | % |  | 2.88  | % |  | 2.88  | % |
| Expected Life | 5.3 years |  | 5.2 years |  | 0.5 years |  | 0.5 years |

  
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