Common use of Employment and Duties Clause in Contracts

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 a) Employer agrees hereby employs, engages and hires Employee as its Head of Equipment Operations. Employee shall report directly to employ Employee, and Employee agrees to be employed by Employer, as the Chief Executive Officer of the Effective Date Company. During the Employment Term (as defined below), Employee: (i) shall devote such time to Employer’s business during normal week day daytime business hours as needed to perform his duties; and continuing until the date of termination of Employee’s (ii) shall faithfully and using commercially reasonable efforts perform his employment duties pursuant to the provisions of Article 3, subject to terms hereof. During the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. MoreoverEmployment Term, Employee shall not engage in any or be involved in a business activity that might involve a possible conflict of interest without first obtaining approval is in accordance competition with the applicable Halliburton Entity's policies and proceduresEmployer, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. 1.6 Nothing contained herein b) Employee’s employment duties shall be construed to preclude consist of those duties as are usual and customary for Employee’s position, including, but not limited to, equipment operations, repair and procurement, manufacturing consulting and mentorship, including the transfer leverage of Employee's employment ’s industry experience, and other functions or duties as may be mutually agreed upon by Employee and Employer from time to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereoftime; provided, however, that, effective with such transfer, duties shall exclude all of Employer's obligations hereunder personnel-related decisions and related matters. Xxxxxxx Xxxxxxx (“Xxxxxxx”) shall be assumed by a direct report to Employee. c) Subject to a cumulative cap of $300 per month, Employer shall (i) provide Employee with continued use of his office and be binding uponseparate work area (w/c 1388) at Kinetic’s Greendale, Wisconsin facility, (ii) pay for a cellular service plan for Employee’s personal cell phone (which Employee uses for Kinetic business and personal matters), (iii) pay for a cellular service plan for Employee’s personal iPad (which Employee uses for Kinetic business and personal matters), and all (iv) reimburse Employee for internet/WiFi service at Employee’s residences to facilitate his ability to work remotely. Upon Employee’s request, and for use in lieu of Employee’s personal assets described in the preceding sentence, Employer shall provide to Employee, at Employer's rights hereunder ’s expense, a cell phone with related cellular service, a laptop computer and related equipment, and an iPad with related cellular service, for use with Kinetic’s business. d) The principal place of Employee’s employment shall be assigned Employer’s office currently located in Greendale, Wisconsin, provided that Employee may be required to engage in reasonable travel on Employer business during the Term. Employee may work remotely from time-to-time so long as Employee can reasonably perform his employment duties while working remotely. e) Employee’s employment relationship with Employer shall also be subject to the personnel policies and procedures of Employer (“Employer Policies”) as they may be adopted, such Subsequent Employer and revised, or deleted from time to time in Employer’s discretion. Notwithstanding the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions other provisions of this Agreement, including without limitationto the extent legally permitted, Employee's rights Employee and obligationsXxxxxxx shall be exempt from any Employer Policies related to required vaccinations or other medical procedures applicable to employees. Notwithstanding the foregoing, if the terms of this Agreement differ from or conflict with the Employer Policies, this Agreement shall remain in full force and effect following such transfer of employmentcontrol.

Employment and Duties. 1.1 Employer a. During the Employment Term (as defined in Section 3 below), Fifth Third hereby employs Executive, and Executive hereby agrees to employ Employeeserve, as Executive Vice President of the Fifth Third affiliate bank headquartered in Charlotte, North Carolina. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and Employee agrees to be employed by Employer, consistent with Executive’s position as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior an Executive Vice President and Treasurerof a Fifth Third affiliate. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to Executive shall also perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties exercise the powers and services appropriate to such positions which Employee functions that from time to time may be reasonably directed to perform assigned or vested in him by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, senior management or the Halliburton Company Code Board of Business Conduct Directors of Fifth Third Bancorp (the “Code Board”) in relation to: (i) Fifth Third; and/or (ii) any subsidiary or affiliated company of Business Conduct”Fifth Third, including general responsibility for the management and operations of Fifth Third. Executive hereby accepts this employment upon the terms and conditions herein contained, and subject to Section 1(c). 1.4 Employee shall, during the period agrees to devote substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, attention and best efforts to promote and further the business of Fifth Third. b. Executive shall faithfully adhere to, execute and affairs of Employer. Employee may not engagefulfill all lawful requests, directly instructions and policies made by the Board or indirectlyits authorized agent(s). c. Except as specifically authorized in advance by senior management, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other businessbusiness or commercial activity pursued for gain, investment, profit or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business timeother pecuniary advantage. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive limitations also shall not be construed as prohibiting Executive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require his services in the business and operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article Section 3 hereof; , provided, however, thatthat during the Employment Term (as defined in Section 3 below), effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and Executive may not beneficially own the defined term "Employer" as used herein shall thereafter be deemed amended stock or options to mean such Subsequent Employer. Except as otherwise provided above, all acquire stock totaling more than 5% of the terms and conditions outstanding shares of this Agreementany corporation or entity, including without limitationor otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, Employee's rights and obligationswhether as a stockholder, shall remain partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in full force and effect following such transfer of employmentCompetitive Activity (as defined in Section 11 below) with Fifth Third.

Employment and Duties. 1.1 (a) Employer agrees to employ hire Employee, and Employee agrees to be employed by Employer, as Executive Vice President and Executive Director of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to Employer on the terms and conditions of provided in this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in shall perform the assigned position or in such other executive capacities as may be requested duties and responsibilities reasonably determined from time to time by the CEO or COO of the Employer and to perform diligently and to consistent with the best types of Employee's abilities the duties and services appertaining responsibilities typically performed by a person serving as Executive Vice President and Executive Director of businesses similar to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs that of Employer. Employee may agrees to devote his best efforts and full time, attention and skill in performing the duties of Executive Vice President and Executive Director in charge of developing and leading Employer’s Fund Management and Advisory business. Employee will also serve on Employer’s Senior Management Committee. Provided that such activity shall not engage, directly violate any provision of this Agreement (including the noncompetition provisions of Section 8 below) or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or materially interfere with Employee's his performance of his duties hereunder. , nothing herein shall prohibit Employee may not serve on (i) from participating in any other business activities approved in advance by the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof CEO or COO in accordance with Employer’s policies any terms and procedures regarding conditions of such serviceapproval, such approval not to be unreasonably withheld or delayed, (ii) from engaging in charitable, civic, fraternal or trade group activities, or (iii) from investing in other entities or business ventures. For purposes of clause (i) of the preceding sentence, Employee is expressly authorized to continue to develop the investment presently under development by Employee for the purpose of investing in the purchase of multi-family properties (including garden apartments, urban high rise units and interests in multi-family operating companies). Employee shall be permitted give Employer the opportunity to retain any compensation received for approved service on any unaffiliated corporation’s board of directors invest or participate in such fund and Employer shall give due consideration to the extent permitted under a Halliburton Entity’s policies and proceduresdoing so. 1.5 (b) Employer shall establish an office in New York City for Employee. Employer shall have the right to re-assess the cost and benefit of such office after twelve (12) months and to continue or close the office accordingly. In the event of closure of the New York office for any reason during the Term, Employer shall offer to Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times position in the best interests of the Employer Employer’s Baltimore office and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, Agreement shall remain in full force and effect following such transfer of employmenteffect.

Employment and Duties. 1.1 Employer agrees to employ EmployeeThe Employee is hereby employed as Chief Executive Officer and President of the Bank and shall have all such authority, powers, duties, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities responsibilities as may be requested given to the Employee from time to time by Employer the Bank’s Board of Directors. The Employee shall devote substantially all of the Employee’s working time and efforts to perform diligently the affairs of the Bank and will at all times faithfully, industriously, loyally, and to the best of the Employee's abilities ’s ability, experience, and talents, perform all of the lawful duties that may be required of and services appertaining from him pursuant to such position the terms of this Agreement. The Employee agrees to be physically present in Sioux Falls, South Dakota to perform his job duties during the Monday to Friday workweek, subject to required business travel and the Bank’s PTO policy. Travel and lodging expenses incurred by the Employee commuting weekly from his residence in Minnesota shall be reimbursed in an amount not to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as reasonably determined income. Exhibit A to this Agreement provides a list of those material outside positions, investments, and activities presently engaged in by Employer, as well the Employee. The Employee’s ongoing participation in these outside interests is permitted so long as such additional interests individually or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, in the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which aggregate do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's the performance of his duties hereunder. Employee may not serve on the board of directors of Employee’s duties, violate any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted applicable laws or regulations, or involve activities contrary to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputationBank. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might The Employee’s participation in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreementother material outside interests, including without limitationlimitation service on any outside Board of Directors, Employee's rights and obligations, shall remain is subject to prior approval by the Chair of the Board of Directors of the Bank in full force and effect following such transfer of employmentconsultation with the Board.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, (a) The Company hereby employs Executive as President of the Effective Date Company. As such, Executive shall have responsibilities, duties and continuing until the date authority reasonably accorded to, expected of termination of Employee’s employment pursuant and consistent with such office and will report directly to the provisions Board of Article 3, subject to the terms and conditions of this Agreement. 1.2 As Directors of the Effective DateCompany (the "Board") or such person as the Board may direct. Additional or different duties, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position titles or in such other executive capacities as positions, however, may be requested from time assigned to time by Employer and Executive or (without limiting Executive's right to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time terminate for Good Reason) may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish taken from Executive from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity provided that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entitychanges are consistent and compatible with Executive's businessexperience, interests, or reputationbackground and managerial skills. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or Executive hereby accepts this employment upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions herein contained and, subject to paragraph 1(c), agrees to devote substantially all of this Agreementhis business time, including without limitationattention and efforts to promote and further the business and interests of the Company and its affiliates. (b) Executive shall faithfully adhere to, Employeeexecute and fulfill all lawful policies established, promulgated and communicated by the Company. (c) Executive shall not, during the term of his employment hereunder, engage in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Executive's rights duties and obligationsresponsibilities hereunder. If Executive intends to engage in any other business activity, he shall remain give written notice of such intent to the Board, and the Board shall in full force good faith determine whether such activity will interfere with Executive's duties and effect following responsibilities hereunder, and Executive agrees to accept such transfer a determination by the Board. The foregoing limitations shall not be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of employmentthe companies or enterprises in which such investments are made nor violate the terms of paragraph 3 hereof. Notwithstanding the foregoing, Executive may continue to engage in those activities described on Schedule 1(c) to the same extent Executive is engaged in such activities currently and provided Executive continues to devote at least the same amount of time to Executive's duties hereunder as Executive has devoted to the Company prior to the Effective Date.

Employment and Duties. 1.1 Employer agrees to shall employ Employee, Employee as Employer's President and Chief Executive Officer during the term of employment set forth in Section 2 hereof. Employee agrees to be employed by Employer, as shall perform the duties of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees Chief Executive Officer of Employer and shall provide to serve in the assigned position or in Employer such other executive capacities services befitting Employee's position as may be are reasonably requested of him from time to time by the Board of Trustees of Employer, including responsibility for the following: (i) implementation of the Company's investment and growth strategies including establishment of investment policies; (ii) review, analysis and execution of investment decisions; (iii) maximization of return on portfolio; (iv) procurement of capital; (v) oversight of investor relations; (vi) assurance of proper financial reporting and securities law compliance; and (vii) establishment of corporate governance and employee policies. Employee shall have supervision and control over, and responsibility for, the business and affairs of Employer as provided in the Bylaws of Employer, subject to the direction of Employer's Board of Trustees. Employee shall report only to the Board of Trustees of Employer and his powers and authority shall be superior to perform diligently and to the best those of Employee's abilities the duties and services appertaining to such position as reasonably determined by any officer or employee of Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 . Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's his full business time, energy, skill and best efforts to the business and affairs of Employer. Employer provided, however, that nothing herein shall preclude Employee may not engagefrom serving as a director, directly trustee, officer of, or indirectlypartner in, in any other businessfirm, investmenttrust, corporation or activity that interferes with Employee's performance of Employee's duties hereunderpartnership or from pursuing personal investments, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business as long as such activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than agrees to serve, without additional compensation, as a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests trustee of the Employer and a trustee or director of any of its subsidiaries and in one or more executive offices of any of the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentsubsidiaries.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject Subject to the terms and conditions of this Agreement. 1.2 As of , the Effective DateCompany agrees to employ the Employee, and the Employee is employed as Senior Vice President and Treasurer. Employee hereby agrees to serve the Company, as Vice President-Finance, Chief Financial Officer. The Employee shall report directly to the Company’s President and Chief Executive Officer and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the assigned position or in Company, together with such other executive capacities duties with which she is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote her best efforts and substantially all of her business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) of this Agreement; provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the Company’s Board of Directors. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be requested assigned to her from time to time by Employer the Chairman of the Board or the President and to perform diligently and to Chief Executive Officer of the best of Employee's abilities Company. To the duties and services appertaining to such position as reasonably determined by Employerextent that the Company shall have any parent, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to timesubsidiary, includingaffiliated corporations, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investmentpartnerships, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies joint venture (collectively, the collectively “Halliburton Related Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted perform such duties to retain any compensation received for approved service on any unaffiliated corporation’s board of directors promote these entities and their respective interests to the same extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in as the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputationCompany without additional compensation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to EmployerAt all times, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesshe has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or upon discovery thereof, allow such a conflict practice that the Company or Related Entities has or hereafter adopts with respect to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresits employees generally. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees hereby offers employment to employ Employee, and Employee agrees to be employed hereby accepts employment by Employer, as of the Effective Date and continuing until the date of termination of Employee’s such employment pursuant to the provisions of Article 3, subject to being terminable solely in accordance with the terms and conditions of this Agreement. 1.2 As of the Effective Date. Employee's title will be Executive Vice President. In such employment, Employee is employed shall perform such services, and shall have such authority, duties and responsibilities as Senior Vice President and Treasurer. shall be reasonably assigned to Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer the President of ClinForce, LLC and shall be consistent with Employee's authority, duties and responsibilities with Company. Employee shall report to Tony Sims, President of ClinForce, LLC. Employee shall diligently anx xxxxxxxlly perform diligently and all duties assigned to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 in a professional manner. Employee shall at all times comply take actions that are reasonable and consistent with his past practices as the former Stockholder of the Company and be subject which are expected to such policies have results that are sustainable after the term of this Agreement ends. Employee agrees to devote his full attention, time and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engagethe Employer in order to fully manage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize promote and agree that Employee may engage in passive personal investments and other business activities which do not conflict with further the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputationEmployer. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee will not hold any concurrent employment or business positions without the prior express written consent of Employer; provided that the foregoing shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed as preventing Employee from making investments in other businesses or enterprises so long as they do not interfere with his ability to preclude the transfer of Employee's employment discharge his duties and responsibilities to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including In no event shall Employee be required to transfer to a location without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmenthis prior written consent.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until through December 31, 2017 (the date of termination of Employee’s employment pursuant to the provisions of Article 3“Term”), subject to the terms and conditions of this Agreement. The Term shall be automatically extended for successive 12-month periods unless either party provides written notice to the other at least 90 days prior to the end of the then current Term of such party’s election not to extend the Term. 1.2 As Beginning as of the Effective Date, Employee is shall continue to be employed by Employer as Senior Vice President Chief Executive Officer (the “CEO”) of Employer, and Treasurershall be nominated for election to the Board of Directors (the “Board of Directors”) of Employer. Employee agrees shall report to the Board of Directors of Employer. Employee shall serve in the assigned position positions or in such other executive capacities as may be requested agreed to, from time to time by time, between Employee and the Employer, the Board of Directors, and/or the Employer and Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, businesslike and efficient manner, the duties and services appertaining pertaining to such position positions as reasonably determined by Employerthe Employer and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the Board of Directors and/or Employer. 1.3 Employee shall at all times comply with in all material respects with, and be subject to to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct Ethics (the “Code of Business ConductEthics”). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's ’s employment by Employer, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of EmployerEmployer and the Employer Entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer or any of its parent entities, affiliated companies subsidiaries and divisions (each an “Employer Entity,” or collectively, the “Halliburton Employer Entities” or, individually, a “Halliburton Entity”), ) or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Employer Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity (other than a Halliburton Entity while employed an Employer Entity, related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable organization so long as such activities do not materially interfere with Employee’s performance of his duties hereunder) during the Term without prior approval, which will not be unreasonably withheld, by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such serviceBoard of Directors. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresdirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Employer Entities and to do no material act which would, directly or indirectly, injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way would materially and adversely affect Employer, or any Halliburton Employer Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to EmployerEmployer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein in this Agreement shall be construed to preclude the transfer of Employee's ’s employment to another Halliburton Employer Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's ’s obligations hereunder shall be assumed by and be binding upon, and all of Employer's ’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term "“Employer" ” as used herein and any other terms referring and/or relating to Employer shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights ’s rights, compensation, benefits and obligations, shall remain in full force all material respects and effect taken as a whole, no less favorable to Employee following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and (a) The Company hereby employs Employee agrees to be employed by Employer, as Vice President of the Effective Date Company. As such, Employee shall have responsibilities, duties and continuing until authority reasonably accorded to and expected of a Vice President of the date of termination of Employee’s employment pursuant Company and will report directly to the provisions President of Article 3, subject to the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1(c) hereof, agrees to devote Employee's time, attention and efforts to promote and further the business of this Agreementthe Company. 1.2 As (b) Employee shall faithfully adhere to, execute and fulfill all policies established by the Board of Directors of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”"Board"). 1.4 Employee shall, during . During the period term of Employee's employment by Employerhereunder, devote Employee's full business timeEmployee shall be entitled to be a director on the Board. (c) Employee shall not, energyduring the term of her employment hereunder, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investment, profit or other pecuniary advantage if such activity that interferes with Employee's performance duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of paragraph 3 hereof. (d) Employee shall be entitled to take "familiarization cruises" for the purpose of researching, becoming familiar with, and writing about cruise lines, cruise ships and destinations, all as part of Employee's duties hereunderunder this Agreement. Time spent on familiarization cruises shall not be counted as vacation time, is contrary to the interest of Employer or any of its affiliated companies and all expenses related thereto (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than expenses for items of a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee personal nature) shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors reimbursed by the Company (to the extent permitted under not absorbed by the cruise line) in a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in manner consistent with the best interests past practices of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresCompany. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) The Company hereby agrees to employ Employeethe Executive, and Employee agrees to be employed by Employerthe Executive hereby accepts employment, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to upon the terms and conditions of this Agreement. 1.2 As of set forth herein. During the Effective Date, Employee period during which he is employed as Senior Vice hereunder (the “Period of Employment”), the Executive shall diligently and faithfully serve the Company in the capacity of President and Treasurer. Employee agrees to serve in the assigned position Chief Operating Officer, or in such other and/or lesser executive capacity or capacities as may be requested from time to time by Employer the Board of Directors and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerExecutive may, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitationagree. (b) During the Period of Employment hereof, the Halliburton Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company Code as the Company, acting through its Board of Business Conduct (the “Code of Business Conduct”)Directors, shall request from time to time. 1.4 Employee shall, during the period (c) The Executive shall devote his best efforts and substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, services and best efforts attention to the advancement of the Company’s business and affairs interests during the Period of EmployerEmployment. Employee may not engageThe restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities, directly or indirectlyso long as all of such other activities do not, in any other businessthe aggregate, investmentmaterially interfere with the Executive’s duties hereunder (including his obligation to devote substantially all of his business time, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary services and attention to the interest of Employer or any of its affiliated companies (collectivelyCompany). Notwithstanding the foregoing, however, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires Executive shall not accept any significant portion outside directorships during the Period of Employee's business time. The foregoing notwithstanding, Employment without the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs prior consent of the Halliburton Entities or interfere with Employee's performance Company’s Board of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresDirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty(d) The Executive shall, fidelity and allegiance to act at all times in during the best interests Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Employer Board of Directors of the Company and the other Halliburton Entities Company’s senior management. The Executive shall comply with the directions and instructions made or given by or under the authority of the Company’s President and Chief Operating Officer and whenever requested to do no act so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with which would, directly or indirectly, injure any such entity's business, interests, or reputation. It the Executive is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresentrusted. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees 1.1. Company shall employ, or shall cause a subsidiary to employ employ, Employee, and Employee agrees to shall be employed by EmployerCompany or such subsidiary, effective as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to set forth on Exhibit A (the provisions of Article 3“Term”), subject to the terms and conditions of this Agreement. This Agreement will expire by its own terms and the Employee will automatically become an employee at will and be included in all general employment and benefit arrangements at the end of the Term unless the Company notifies Employee of its intention to extend the Term (such notice to include the length of the intended extension) at least 60 days prior to the expiration of the Term and Employee accepts such extension within 10 days of receipt of such notice. If this Agreement expires by its own terms and is not extended or replaced with a different employment agreement, Employee shall not be entitled to any severance compensation or benefits pursuant to this Agreement arising from such expiration. 1.2 As of 1.2. Employee shall be employed in the Effective Date, Employee is employed as Senior Vice President and Treasurer. position(s) set forth on Exhibit A. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer position(s) and to perform diligently and to the best of Employee's ’s abilities the duties and services appertaining to such position as reasonably determined by EmployerCompany, as well as such additional or different duties and services appropriate to such positions position which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Company. Employee shall at all times comply with and be subject to such policies and procedures as Employer Company may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 1.3. Employee shall, during the period of Employee's ’s employment by EmployerCompany or a subsidiary, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of EmployerCompany and its subsidiaries and affiliated entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest interests of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”)Company, or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do described as “permitted activities” on Exhibit A shall not conflict with the business and affairs be deemed a violation of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresthis Section 1.3. 1.5 1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer Company and the other Halliburton Entities its subsidiaries and to do no act which would, directly or indirectly, would injure any such entity's Company’s business, interests, its interests or its reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance comply with the applicable Halliburton Entity's policies and proceduresprocedures as described and contained in Company’s Business Ethics Policies and related policies, copies of which have been provided to Employee. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer The Company hereby employs the Executive as Senior Managing Director of R&R and a senior executive of Holding on the terms and conditions provided in this Agreement, and the Executive agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3accept such employment, subject to the terms and conditions of this Agreement. 1.2 As . In addition, the Executive serves and shall continue to serve as a member of the Effective DateBoard of each of R&R and Holding. The Executive shall perform the duties and responsibilities as are customary for the Senior Managing Director of an investment bank, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in shall perform such other executive capacities duties and responsibilities as may be requested are reasonably determined from time to time by Employer the Board. The Executive shall report to and to perform diligently and to be supervised by the best Board. The Executive shall be based at the Company's offices in New York City, New York or such other place, within a twenty-five (25) mile radius of Employeethe Company's abilities offices in New York City on the duties and services appertaining to such position as reasonably determined by Employerdate of this Agreement, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed agreed upon by the Executive with the Company, and, except for business travel incident to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitationhis employment under this Agreement, the Halliburton Company Code of Business Conduct (agrees the “Code of Business Conduct”). 1.4 Employee shall, Executive shall not be required to relocate. The Executive agrees to devote substantially all his attention and time during the period of Employee's employment by Employer, devote Employee's full normal business time, energy, and best efforts hours to the business and affairs of Employerthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to Notwithstanding the interest of Employer or any of its affiliated companies (collectivelyforegoing, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee Executive may engage in passive personal investments the following activities (and other business activities which shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as (x) they do not conflict interfere in any material respect with the business and affairs performance of the Halliburton Entities or interfere Executive's duties and responsibilities hereunder, and (y) with Employee's performance of his duties hereunder. Employee may not serve respect to (A) service on the board of directors of a corporation or other business or (B) any entity other than a Halliburton Entity while employed activity described in clause (ii) below, such activity is pre-approved by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee Board of Holding: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall be permitted to retain any compensation received for approved service not serve on any unaffiliated corporation’s board or committee of directors any corporation or other business which competes with the "Business" (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements, or teach on a part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to the extent permitted under a Halliburton Entity’s policies such activities Executive shall comply with any business conduct and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance ethics policy applicable to act at all times in the best interests employees of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresCompany. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) The Company hereby agrees to employ Employeethe Executive, and Employee agrees to be employed by Employerthe Executive hereby accepts employment, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to upon the terms and conditions of this Agreement. 1.2 As of set forth herein. During the Effective Date, Employee period during which he is employed as Senior Vice President hereunder (the “Period of Employment”), the Executive shall diligently and faithfully serve the Company in the capacity of Chief Financial Officer and Treasurer. Employee agrees to serve in the assigned position , or in such other and/or lesser executive capacity or capacities as may be requested from time to time by Employer the Board of Directors and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerExecutive may, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitationagree. (b) During the Period of Employment hereof, the Halliburton Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company Code as the Company, acting through its Board of Business Conduct (the “Code of Business Conduct”)Directors, shall request from time to time. 1.4 Employee shall, during the period (c) The Executive shall devote his best efforts and substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, services and best efforts attention to the advancement of the Company’s business and affairs interests during the Period of EmployerEmployment. Employee may not engageThe restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities, directly or indirectlyso long as all of such other activities do not, in any other businessthe aggregate, investmentmaterially interfere with the Executive’s duties hereunder (including his obligation to devote substantially all of his business time, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary services and attention to the interest of Employer or any of its affiliated companies (collectivelyCompany). Notwithstanding the foregoing, however, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires Executive shall not accept any significant portion outside directorships during the Period of Employee's business time. The foregoing notwithstanding, Employment without the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs prior consent of the Halliburton Entities or interfere with Employee's performance Company’s Board of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresDirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty(d) The Executive shall, fidelity and allegiance to act at all times in during the best interests Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Employer Board of Directors of the Company and the other Halliburton Entities Company’s senior management. The Executive shall comply with the directions and instructions made or given by or under the authority of the Company’s Chief Executive Officer and/or its Board of Directors and whenever requested to do no act so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with which would, directly or indirectly, injure any such entity's business, interests, or reputation. It the Executive is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.entrusted

Employment and Duties. 1.1 Employer a. During the Employment Term (as defined in Section 3 below), First Charter hereby employs Executive, and Executive hereby agrees to employ Employee, and Employee agrees to be employed by Employerserve, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior a Group Executive Vice President and TreasurerChief Banking Officer of First Charter. Employee agrees to serve in the assigned As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive’s position or in such other executive capacities as may be requested from time to time by Employer a Group Executive Vice President of First Charter and to perform diligently and will report directly to the best President and Chief Executive Officer of Employee's abilities First Charter. Executive shall also perform the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties exercise the powers and services appropriate to such positions which Employee functions that from time to time may be reasonably directed to perform assigned or vested in him by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code Board of Business Conduct Directors of First Charter (the “Code Board”) and/or the Board of Business Conduct”Directors of First Charter’s subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the management and operations of the Bank. Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(c). 1.4 Employee shall, during the period agrees to devote substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, attention and best efforts to promote and further the business of First Charter and affairs of Employer. Employee may not engagethe Bank. b. Executive shall faithfully adhere to, directly execute and fulfill all lawful requests, instructions and policies made by the Board or indirectlyits authorized agent(s). c. Except as specifically authorized in advance by the Board, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other businessbusiness or commercial activity pursued for gain, investment, profit or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business timeother pecuniary advantage. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive limitations also shall not be construed as prohibiting Executive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require his services in the business and operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article Section 3 hereof; , provided, however, thatthat during the Employment Term (as defined in Section 3 below), effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and Executive may not beneficially own the defined term "Employer" as used herein shall thereafter be deemed amended stock or options to mean such Subsequent Employer. Except as otherwise provided above, all acquire stock totaling more than 5% of the terms and conditions outstanding shares of this Agreementany corporation or entity, including without limitationor otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, Employee's rights and obligationswhether as a stockholder, shall remain partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in full force and effect following such transfer of employmentCompetitive Activity (as defined in Section 8 below) with First Charter and/or the Bank.

Employment and Duties. 1.1 Employer agrees to cause CES to employ Employee, and Employee agrees to be employed by Employerhereunder, for a term (the “Term”) beginning as of the Effective Date and continuing until through the date second (2nd) anniversary of termination of Employee’s employment the Effective Date, pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. The Term shall remain in effect until terminated in accordance with the provisions set forth herein, and shall be automatically extended for successive 12-month periods unless either party provides written notice to the other at least 90 days prior to the end of the then current Term of such party’s election not to extend the Term. 1.2 As Beginning as of the Effective Date, Employee is employed shall be appointed by Employer as Senior Vice President Chief Executive Officer of Employer, shall be hired by CES as an employee of CES, and Treasurershall be appointed to the Board of Directors of Employer (the “Board of Directors”). Employee agrees shall report to the Board of Directors. Employee shall serve in the assigned position positions or in such other executive capacities as may be requested agreed to, from time to time by time, between Employee and Employer, the Board of Directors, and/or the Employer and Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, businesslike and efficient manner, the duties and services appertaining pertaining to such position positions as reasonably determined by Employer, CES and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the Board of Directors, CES and/or Employer. 1.3 Employee shall at all times comply with in all material respects with, and be subject to to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct Ethics and any policy relating to sexual harassment (the each, an “Code of Business ConductEmployer Policy”). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's ’s employment by Employerhereunder, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer, CES and the Employer Entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer Employer, CES or any of its affiliated companies their subsidiaries or affiliates (each such subsidiary or affiliate, together with CES, an “Employer Entity,” or collectively, the “Halliburton Employer Entities” or, individually, a “Halliburton Entity”), ) or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of Employer or any of the Halliburton Employer Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity (other than a Halliburton Entity while employed an Employer Entity, related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable organization so long as such activities do not, individually or in the aggregate, interfere with Employee’s performance of his duties hereunder) during the Term without prior approval by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board Board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresDirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Employer Entities and to do no act which wouldwhich, directly or indirectly, injures or would reasonably be expected to injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way would adversely affect Employer, or any Halliburton Employer Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to EmployerEmployer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein in this Agreement shall be construed to preclude the transfer by Employer or CES of Employee's ’s employment to another Halliburton Employer Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article ‎Article 3 hereof; provided, however, that, effective with such transfer, all obligations of Employer's obligations Employer and CES hereunder shall be assumed by and be binding upon, and all rights of Employer's rights Employer and CES hereunder shall be assigned to, such Subsequent Employer and the defined term "terms “Employer" ” and “CES” as used herein and any other terms referring and/or relating to Employer or CES shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights ’s rights, compensation, benefits and obligations, shall remain in full force all material respects and effect taken as a whole, no less favorable to Employee following such transfer of employment.

Employment and Duties. 1.1 Employer agrees (a) The Company hereby employs Executive in the position Chief Executive Officer of the Company (and such other positions consistent with his status as the Chief Executive Officer of the Company as shall be reasonably assigned to employ EmployeeExecutive by the Company’s Board of Directors (the “Board”)). Executive shall have all of the normal and customary responsibilities, duties and authorities customarily accorded to, and Employee agrees to expected of, such positions including those as may be employed established by Employerthe Board; provided that the nature of such responsibilities, as duties and authorities shall not be materially inconsistent with Executive’s positions and duties hereunder or with those customarily accorded to, and expected of, a chief executive officer of the Effective Date and continuing until the date of termination of Employee’s employment pursuant a company similar to the provisions of Article 3, subject to the Company. (b) Executive hereby accepts this employment terms and conditions of this Agreement. 1.2 As contained herein and agrees to devote his fill business time, attention and efforts to promote and further the business of the Effective DateCompany. Executive shall not, Employee is employed during the Term of his employment hereunder (as Senior Vice President and Treasurerdefined in Section 4 hereof), be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Board. Employee agrees to serve in Notwithstanding the assigned position or in foregoing limitations, provided that such other executive capacities as may be requested from time to time by Employer and to perform diligently and to activities neither interfere with the best discharge of Employee's abilities the duties and services appertaining responsibilities of Executive hereunder nor violate the terms of Section 3 hereof, Executive shall be able to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from devote occasional business time to time may be reasonably directed to perform by Employercharitable, industry trade group and community activities and making personal passive investments in publicly traded securities in general and in competitors of the Company and of Nexsan; provided that Executive shall not in any event own more than 2% of the issued and outstanding securities of any such publicly traded company. 1.3 Employee (c) Executive faithfully shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned adhere to, such Subsequent Employer execute and fulfill all policies lawfully established by the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain Board acting in full force and effect following such transfer of employmentgood faith.

Employment and Duties. 1.1 Employer agrees hereby employs Employee to employ Employeeserve as its Executive Vice President – Chief Financial Officer. In such capacity, and during the Term (as defined in Section 2 hereof), the Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant shall report directly to the provisions Chief Executive Officer (“CEO”) of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position Employer or in such other executive capacities Employer-affiliated individual(s) as may be requested designed by the CEO and/or the Employer’s Board of Directors (the CEO and any such designated individuals, the “Designated Officers”), and shall perform such duties as may be assigned to him from time to time by the Designated Officers and/or the Employer’s Board of Directors (collectively, “Duties”). The Duties shall include, but not be limited to, being responsible for maintaining all of the Employer’s fiscal operating results utilizing generally accepted accounting principles (“GAAP”), such as cost accounting, budgets, regulatory agency and government reports; safeguarding of Employer’s assets; counseling senior management on fiscal control and profitability; preparing financial reports requested by senior management or required by applicable law and presenting such reports to senior management; ensuring that Employer adheres to tax laws, GAAP and regulatory requirements relating to perform diligently financial reporting; supervising, together with the CEO, the design and to maintenance of Employer’s internal control over financial reporting (within the best meaning of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerSecurities Exchange Act of 1934, as well amended); directing finance and accounting department activities; providing leadership, training and supervision within the finance and accounting department; and assisting Employer in attaining financial goals for Employer as such additional or different duties a whole and services appropriate to such positions which Employee for the finance and accounting department that may be established from time to time may be reasonably directed by the CEO and Employer’s Board of Directors. During the Term, Employee will devote his full time and effort to perform by Employer. 1.3 Employee shall performing the Duties at all times comply with and be subject to 0000 Xxxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx 00000, exclusive of expected business travel, or such policies and procedures other office as Employer may establish from time to timetime (each, including, without limitation, the Halliburton Company Code of Business Conduct (the an “Code of Business ConductEmployment Location”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to During the Employment Term (as defined in Section 2 hereof), Prime and PGRT shall employ EmployeeExecutive, and Employee Executive agrees to be employed by EmployerPrime and PGRT, as Executive Vice President – Leasing of the Effective Date Prime and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to PGRT on the terms and conditions provided in this Agreement (Prime and PGRT, collectively, are “Employer”). Employer shall have the right to specify which of this Agreement. 1.2 As of Employer’s affiliates or related parties (including but not limited to Prime Group Realty Services, Inc. or PRS Corporate Realty Services, Inc.) shall have Executive on its payroll. Executive shall conduct, operate, manage and promote the Effective Dateleasing efforts across the Employer’s portfolio, Employee is employed as Senior Vice President with primary responsibility for 00 Xxxx Xxxxxx, Citadel Center, and Treasurer. Employee agrees to serve in the assigned position or in 330 North Wabash and/or such other executive capacities building(s) as may be requested mutually determined by Executive and the Employer’s Chief Executive Officer (the “CEO”). The CEO and/or the Board of Trustees of PGRT (the “Board”) may from time to time by Employer further define and to perform diligently and to the best of Employee's abilities the clarify Executive’s duties and services appertaining hereunder. Executive agrees to such position as reasonably determined by Employerdevote Executive’s diligent, as well as such additional or different duties professional and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at commercially reasonable-efforts and substantially all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full Executive’s business time, energyattention, energy and best efforts skill to the business and affairs perform Executive’s duties as Executive Vice President – Leasing of Employer. Employee may , provided that it shall not engage, directly or indirectly, be a violation of this Agreement for Executive to engage in any other business, investmentlimited tenant and owner (in connection with sales of assets and not leasing) representation contemplated by EXHIBIT A hereto, or activity that interferes to manage her and her family’s personal investments or engage in service for such corporate, civil, community or charitable organizations as she may select, so long as such activities do not substantially interfere with Employee's Executive’s performance of Employee's her duties hereunder, is contrary to the interest of Employer hereunder or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted violate her obligations under a Halliburton Entity’s policies and proceduresSection 6. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ EmployeeThe Company hereby employs Employee as Chief Operating Officer of the Company, and Employee agrees to be employed by Employerhereby accepts such employment, as in the capacity of Chief Operating Officer of the Effective Date and continuing until the date of termination of Employee’s employment pursuant Company to the provisions of Article 3, subject to act in accordance with the terms and conditions hereinafter set forth. Employee will be responsible for all production (Wisconsin, West Texas and all other sites that may be added in the future), inventory management, procurement, customer service, terminal/transload operations, rail logistics, last mile delivery, and demand & supply planning (S&OP)—to include management of more than 500 employees initially, across all operations. Employee’s work location will be in Houston, Texas, and Employee will be reporting directly to Xxxxxx X. Xxxxxx, Chief Executive Officer, Hi-Crush Proppants LLC. During the term of this Agreement. 1.2 As , Employee agrees that this position will be his full-time employment, and that he will devote all of his business time, attention and skills to the successful continuation of the Effective Datebusiness heretofore conducted by the Company, Employee is employed and that he will perform such duties, functions, responsibilities and authority in connection with the foregoing as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested are from time to time delegated to Employee by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct Chief Executive Officer (the “Code CEO”) or Board of Business ConductDirectors of Hi-Crush GP LLC (the “Board”). 1.4 Employee shall, during ) consistent with the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employerduties associated with his position. Employee may not engagefurther agrees to conduct himself professionally, directly or indirectlyconsistent with the highest standards of decorum and judgment. For the duration of his employment, in any other business, investment, or activity Employee agrees that interferes with Employee's performance of Employee's duties hereunder, is contrary to all business opportunities which might be served by the interest of Employer Company or any of its affiliated companies affiliates will be brought exclusively to the attention of the Company. The provisions of this Section 1 shall not prohibit the Employee from (collectivelya) making investments in entities that are publicly owned and in which the Employee owns no more than two percent of the outstanding stock thereof or make investments in such other entities and in such amounts, (b) serving on the “Halliburton Entities” orBoard of Directors of any other entity, individually, a “Halliburton Entity”)as may be approved in advance by the Board or the CEO, or requires any significant portion of Employee's business time. The foregoing notwithstanding(c) devoting reasonable time and energies to charitable and civic activities, the parties recognize and agree that Employee may engage in passive personal investments and other business provided such activities which do not conflict materially interfere with the business and affairs performance of the Halliburton Entities or interfere with Employee's performance of his ’s duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Managing Director, Carescript Division. Executive shall have the overall charge of the Company's CareScript Division. Executive shall also be involved in business development and other activities as directed from time to time by the Chief Executive Officer. Executive shall be based full-time within the Philadelphia, PA metropolitan area, but will be required to travel as part of his employment. Executive hereby accepts such employment and agrees to employ Employeerender the services described herein, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to all on the terms and conditions of this Agreement. 1.2 As (b) Executive agrees to devote his entire working time, attention and energies to the performance of the Effective Date, Employee is employed business of the Company and its affiliates (as Senior Vice President hereinafter defined); and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engagenot, directly or indirectly, in alone or as a member of any partnership or other organization, or as an officer, director or employee of any other businesscorporation, investmentpartnership or other organization, be actively engaged in or activity that interferes concerned with Employee's performance any other duties or pursuits which, in the reasonable judgment of Employee's duties hereunderthe Company, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict interfere with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted , or which, even if non-interfering, are contrary to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer Company and its affiliates; PROVIDED, HOWEVER, that Executive may invest his personal or family assets in such form or manner as will not require any services on his part in the other Halliburton Entities operation of the affairs of the enterprises in which such investments are made and to do no act in which wouldhis participation is solely that of a minority investor; FURTHER, directly PROVIDED, that the Executive may engage in charitable, civic, fraternal, trade group or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside clinical practice activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee so long as such activities shall not knowingly become involved in a conflict violate any provision of interest this Agreement or interfere with Employer his performance hereunder or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance compliance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing restrictions contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time afterherein. As used herein, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employeraffiliate" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided abovemeans and includes any person, all of corporation or other entity controlling, controlled by or under common control with the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.Company

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date of termination of Employee’s 's employment pursuant to the provisions of Article 33 (the "Term"), subject to the terms and conditions of this Agreement. 1.2 As Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President president and Treasurerchief executive officer of KBR Holdings LLC. Employee agrees to serve in the assigned position or in such other similar executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Halliburton Company ("Halliburton") or Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “"Code of Business Conduct”"). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer Halliburton, Employer, KBR Holdings LLC or any direct or indirect parent company of KBR Holdings LLC or any of its their affiliated companies subsidiaries and divisions (collectively, the “"Halliburton Entities” " or, individually, a “"Halliburton Entity”"), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer during the Term without the approval thereof in accordance with Employer’s Halliburton's policies and procedures regarding such service. Employee shall be permitted to may retain any compensation received for approved service on any unaffiliated corporation’s 's board of directors to the extent permitted under a applicable Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that which might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton EntityHalliburton's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“"Subsequent Employer”") as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed solely by Employer, beginning as of the Effective Date and, except as set forth below, continuing through December 31, 2015 (the “Initial Term”), unless earlier terminated pursuant to Section 3 of this Agreement. Following expiration of the Initial Term, this Agreement will be automatically renewed for successive 1-year terms following the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party gives the other party no less than 30 days’ written notice prior to the expiration of the Term of such Party’s intent not to renew the Agreement (a “Notice of Non-Renewal”). Notwithstanding the foregoing, the Term (including any Renewal Terms) and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement may be terminated at any time as set forth below, subject to the terms and conditions of this Agreement. At the expiration of the Term following delivery of a Notice of Non-Renewal, Employee’s employment with Employer (and any affiliates or assignees of Employer) shall terminate, and this Agreement shall have no further force or effect except with respect to Employee’s obligations pursuant to Section 3.5. 1.2 As Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President Chairman, Chief Executive Officer and TreasurerPresident. Employee agrees to shall also serve in the assigned position or in such other executive capacities as may be reasonably requested from time to time by Employer or the Board of Directors (the “Board”) of the Employer, and shall report directly to the Board of Directors of the Employer. Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, competent, businesslike, and efficient manner, the duties and services appertaining pertaining to any such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which that Employee from time to time may be reasonably directed to perform by Employer. Employee shall, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as that Employer may establish from time to timetime for Employer’s executives and employees, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct as adopted by Employer and as amended from time to time (the “Code of Business Conduct”). 1.4 Employee shallExcept with the advance written permission of the Board and with respect to Employee’s existing directorships identified on Exhibit A hereto, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engageengage or participate, directly or indirectly, in any other business, investment, or activity that interferes (a) could interfere with Employee's ’s performance of Employee's ’s duties hereunder, (b) is contrary to the interest best interests of Employer Employer, Crestwood Equity Partners, LP, Crestwood Midstream Partners, LP, or any of its affiliated companies their respective subsidiaries (collectively, the “Halliburton Entities” or, individually, each a “Halliburton Related Entity”), or (c) requires any significant portion of Employee's ’s business time. The foregoing notwithstandingNotwithstanding the foregoing, the parties recognize and agree that Employee may engage in passive personal investments and other non-competitive business activities which that do not conflict with the business and affairs of the Halliburton Employer or any Related Entities or materially interfere with Employee's ’s performance of his Employee’s duties hereunder. ; provided, that with the exception of any civic, charitable, or educational boards or committees that do not unreasonably interfere with Employee’s performance of Employee’s duties hereunder, Employee may not serve as a manager or on the board of directors or similar body of any entity other than Employer or a Halliburton Related Entity while employed during the Term without prior approval therefor by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresBoard. 1.5 Employee acknowledges and agrees that Employee owes has a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Related Entities and to do no act which wouldthat could, directly or indirectly, injure any such entity's ’s business, interests, or reputation. In furtherance of the foregoing, Employee shall present to the Employer all material business opportunities or ventures known to Employee, independently or with others, that are within the purposes of Employer or any Related Entity, including, without limitation, opportunities that may compete with Employer or a Related Entity or could reasonably be expected to be implemented by Employer or a Related Entity. It is agreed that any direct or indirect interest in, in connection with, or any benefit from from, any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, Employer or any Halliburton Entity, of the Related Entities involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that during the employment relationship Employee shall not knowingly become involved in a conflict of interest with Employer or any of the Halliburton Related Entities, whether directly or indirectly through a spouse or other family member, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall not engage in disclose to the Employer any activity that facts which might involve such a possible conflict of interest without first obtaining approval that has not been approved in accordance with writing by the applicable Halliburton Entity's policies and proceduresEmployer. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) The Company hereby agrees to employ Employeethe Executive, and Employee agrees to be employed by Employerthe Executive hereby accepts employment, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to upon the terms and conditions set forth herein. During the period during which he is employed hereunder (the “Period of this Agreement. 1.2 As Employment”), the Executive shall diligently and faithfully serve the Company in the capacity of President of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position Company or in such other and/or lesser executive capacity or capacities as may be requested from time to time by Employer the Manager of the Company (the “Manager”) and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerExecutive may, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, includingagree. The Parent shall cause the Executive to be elected to the Board of Directors of the Parent prior to December 31, without limitation2004. (b) During the term hereof, the Halliburton Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company Code of Business Conduct (as the “Code of Business Conduct”)Company, acting through its Manager, shall request from time to time. 1.4 Employee shall, during the period (c) The Executive shall devote his best efforts and substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, services and best efforts attention to the advancement of the Company’s business and affairs interests. The restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities (including the Executive’s current officer and director positions with respect to Xxxxxx Corporation), so long as all of Employer. Employee may not engage, directly or indirectlysuch other activities do not, in any other businessthe aggregate, investmentmaterially interfere with the Executive’s duties hereunder (including his obligation to devote substantially all of his business time, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary services and attention to the interest of Employer or any of its affiliated companies (collectivelyCompany). Notwithstanding the foregoing, however, the “Halliburton Entities” or, individually, Executive shall not accept any outside directorships (other than his current position as a “Halliburton Entity”), or requires any significant portion director of Employee's business time. The foregoing notwithstanding, Xxxxxx Corporation) without the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs prior consent of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresManager. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty(d) The Executive shall, fidelity and allegiance to act at all times in during the best interests Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Employer Manager. The Executive shall comply with the directions and instructions made or given by or under the other Halliburton Entities authority of the Manager and whenever requested to do no act so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with which would, directly or indirectly, injure any such entity's business, interests, or reputation. It the Executive is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresentrusted. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee(a) The Company hereby employs Executive in the position of Chief Executive Officer. Executive shall have those responsibilities, duties and Employee agrees to authorities reasonably consistent with such position, including those as may be employed reasonably established by Employerthe Company’s Board of Directors (the “Board”). If requested by the Board, Executive shall also serve as the Chief Executive Officer of any entity controlled by the Effective Date Company (each, a “Company Member” and continuing until taken together with the date of termination of Employee’s Company, the “Company Group”). Without limitation, Executive hereby accepts this employment pursuant to the provisions of Article 3, subject to upon the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President contained herein and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's his full business time, energy, attention and best efforts to promote and further the business of the Company and affairs of Employer. Employee may the Company Group, acknowledging that during such employment he shall not engage, directly or indirectly, become engaged in any other businessbusiness activity pursued for gain, investmentprofit or other pecuniary advantage without the prior consent of the Board, which shall not be unreasonably withheld, conditioned or activity that interferes with Employee's performance of Employee's duties hereunderdelayed. Notwithstanding the foregoing, is contrary to the interest of Employer or any of its affiliated companies Executive (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee i) may engage in charitable, civic, fraternal and community affairs and educational, professional and/or trade industry association activities, (ii) manage Executive’s personal passive personal investments and other business activities which do not conflict investments, (iii) with prior written notice to the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not Board, serve on the board boards of directors of any entity other no more than a Halliburton Entity while employed by Employer without two (2) non-profit organizations, (iv) participate in the organizations or entities listed on Schedule A and, (v) with the prior written approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service of the Board, serve on any unaffiliated corporation’s board the boards of directors of for-profit companies; provided, that, any such activities in items (i) through (v) do not interfere in any material respect, either individually or in the aggregate, with the performance of Executive’s duties under this Agreement or create a potential business or fiduciary conflict. (b) Executive shall faithfully adhere to, execute and fulfill all legal policies lawfully established by the Board. 4888-8124-4597.3 (c) The Executive, if so appointed to the extent permitted under Board, agrees to serve as a Halliburton Entitymember of the Board of Directors (or equivalent body) of the Company and any Company Member without additional compensation until the earlier of Executive’s policies and procedures. 1.5 Employee resignation, death or removal. Except as provided in any governing documents of the Company or any shareholder agreement, Executive acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in if he no longer is employed by the best interests Company or any member of the Employer and Company Group as the other Halliburton Entities and to do no act which wouldChief Executive Officer, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit he shall immediately tender his resignation from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the each applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all board seat of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentCompany Group.

Employment and Duties. 1.1 Employer agrees Upon the terms and subject to employ Employeethe conditions contained herein, the Company hereby employs the Executive as Chairman of the Board and Employee agrees Chief Executive Officer. The Executive shall have all of the powers, duties and responsibilities customary to his position as are reasonably necessary to the operations of the Company and as may be employed assigned to him from time to time by Employer, as the Board of Directors (the “Board”). The Executive shall further be responsible for supervising and directing other officers and employees of the Company. The term of this Agreement shall extend from the Effective Date and continuing until through the date five year anniversary thereof (the “Employment Period”) unless terminated earlier or renewed in accordance with the terms herein. The term of termination this Agreement shall renew automatically for one or more additional one year terms, which shall be part of Employeethe Employment Period, unless the Company gives notice to the Executive of its intent not to renew the Agreement no later than ninety (90) days prior to the expiration of the then-current Employment Period. The Executive or the Company may terminate the Executive’s employment pursuant to the provisions of Article 3at any time, subject to the terms and conditions provisions of this Agreement. 1.2 As of . During the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitationEmployment Period, the Halliburton Company Code Executive shall devote substantially all of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full his business time, energy, time and best efforts attention to the business and affairs of Employerthe Company. Employee may During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage, directly or indirectly, engage in any other businessbusiness activity, investmentwhether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or activity that interferes with Employee's performance of Employee's duties hereunderprofessional organization, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not b) serve on the board of directors of for-profit business enterprises, provided that such service is approved by the Board and (c) manage his personal investments, in each case so long as any entity other than a Halliburton Entity while employed by Employer without such activities do not (x) violate the approval thereof in accordance terms of this Employment Agreement (including Article 4) or (y) materially interfere with Employerthe Executive’s policies duties and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors responsibilities to the extent permitted under a Halliburton Entity’s policies and proceduresCompany. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer A. During the Employment Term (as defined in Section 3 below), First Charter hereby employs Executive, and Executive hereby agrees to employ Employeeserve, as a Group Executive Vice President of First Charter. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and Employee agrees to be employed by Employer, consistent with Executive's position as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior a Group Executive Vice President of First Charter and Treasurerwill report directly to Xxxxxxxx X. Xxxxxxxxx of First Charter. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to Executive shall also perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties exercise the powers and services appropriate to such positions which Employee functions that from time to time may be reasonably directed to perform assigned or vested in him by Employer. 1.3 Employee shall at all times comply with the Board of Directors of First Charter (the "Board") and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the management and be operations of the Bank. Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to such policies and procedures as Employer may establish from time Section 1(c), agrees to time, including, without limitation, the Halliburton Company Code devote substantially all of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full his business time, energy, attention and best efforts to promote and further the business of First Charter and affairs of Employer. Employee may not engagethe Bank. B. Executive shall faithfully adhere to, directly execute and fulfill all lawful requests, instructions and policies made by the Board or indirectlyits authorized agent(s). C. Except as specifically authorized in advance by the Board, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other businessbusiness or commercial activity pursued for gain, investment, profit or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business timeother pecuniary advantage. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive limitations also shall not be construed as prohibiting Executive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require his services in the business and operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article Section 3 hereof; , provided, however, thatthat during the Employment Term (as defined in Section 3 below), effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and Executive may not beneficially own the defined term "Employer" as used herein shall thereafter be deemed amended stock or options to mean such Subsequent Employer. Except as otherwise provided above, all acquire stock totaling more than 5% of the terms and conditions outstanding shares of this Agreementany corporation or entity, including without limitationor otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, Employee's rights and obligationswhether as a stockholder, shall remain partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in full force and effect following such transfer of employmentCompetitive Activity (as defined in Section 8 below) with First Charter and/or the Bank.

Employment and Duties. 1.1 Employer agrees to employ Employee, and (a) The Company hereby employs Employee agrees to be employed by Employer, as Chief Executive Officer of the Effective Date Company. As such, Employee shall have responsibilities, duties and continuing until authority reasonably accorded to and expected of a chief executive officer, president and chairman of the date of termination of Employee’s employment pursuant board and will report directly to the provisions Board of Article 3, subject to Directors of the Company (the "Board") or such committee as may be designated by the Board. Employee hereby accepts this employment upon the terms and conditions herein contained and agrees to devote his time, attention and efforts to promote and further the business of this Agreementthe Company. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee (b) The Company shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and use its best efforts to the business and affairs of Employer. cause Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to be elected to the interest Board and serve as its Chairman throughout the Term and shall include him in the management slate for election as a director at every stockholders' meeting at which his term as a director would otherwise expire. If requested by the Board, Employee shall serve as a member of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity one or more subsidiaries of the Company. (c) Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. (d) Employee shall not, during the Term of his employment hereunder, be engaged in any other than a Halliburton Entity while employed by Employer without business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee's duties and responsibilities hereunder; provided that, with the approval thereof in accordance with Employer’s policies and procedures regarding such service. of the Board (which approval shall not unreasonably be withheld), from time to time, Employee shall be permitted may serve, or continue to retain any compensation received for approved service serve, on any unaffiliated corporation’s the board of directors to the extent permitted under a Halliburton Entity’s policies of, and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyaltyhold any other offices or positions, fidelity and allegiance to act at all times in companies or organizations, which in the best interests of the Employer and the other Halliburton Entities and to do no act which wouldBoard's judgment, directly or indirectly, injure will not present any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer the Company, its subsidiaries or the Halliburton Entitiesaffiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with materially adversely affect the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer performance of Employee's employment duties pursuant to another Halliburton Entity (“Subsequent Employer”) as of, or at any time afterthis Agreement.. However, the Effective Date foregoing limitations shall not be construed as prohibiting Employee from making and no managing personal investments in such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and form or manner as will neither require his services in the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all operation or affairs of the companies or enterprises in which such investments are made, nor violate the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentparagraph 5 hereof.

Employment and Duties. 1.1 Employer (a) The Company hereby agrees to employ Employeethe Executive, and Employee agrees to be employed by Employerthe Executive hereby accepts employment, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to upon the terms and conditions of this Agreement. 1.2 As of set forth herein. During the Effective Date, Employee period during which he is employed as Senior Vice President hereunder (the “Period of Employment”), the Executive shall diligently and Treasurer. Employee agrees to faithfully serve the Company in the assigned position capacity of Chief Operations Officer, or in such other and/or lesser executive capacity or capacities as may be requested from time to time by Employer the Board of Directors and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerExecutive may, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitationagree. (b) During the Period of Employment hereof, the Halliburton Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company Code as the Company, acting through its Board of Business Conduct (the “Code of Business Conduct”)Directors, shall request from time to time. 1.4 Employee shall, during the period (c) The Executive shall devote his best efforts and substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, services and best efforts attention to the advancement of the Company’s business and affairs interests during the Period of EmployerEmployment. Employee may not engageThe restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities, directly or indirectlyso long as all of such other activities do not, in any other businessthe aggregate, investmentmaterially interfere with the Executive’s duties hereunder (including his obligation to devote substantially all of his business time, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary services and attention to the interest of Employer or any of its affiliated companies (collectivelyCompany). Notwithstanding the foregoing, however, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires Executive shall not accept any significant portion outside directorships during the Period of Employee's business time. The foregoing notwithstanding, Employment without the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs prior consent of the Halliburton Entities or interfere with Employee's performance Company’s Board of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresDirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty(d) The Executive shall, fidelity and allegiance to act at all times in during the best interests Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Employer Board of Directors of the Company and the other Halliburton Entities Company’s senior management. The Executive shall comply with the directions and instructions made or given by or under the authority of the Company’s President and Chief Operating Officer and whenever requested to do no act so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with which would, directly or indirectly, injure any such entity's business, interests, or reputation. It the Executive is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresentrusted. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees (a) During the Employment Term (as defined below), the Company shall employ Xxxx in the position of Executive Vice President of the Company (and such other positions consistent with his status as the Executive Vice President of the Company as shall be reasonably assigned to employ EmployeeXxxx by the Company’s Chief Executive Officer or Board of Directors of the Company (the “Board”)). Xxxx shall report to the Chief Executive Officer. Xxxx shall have all of the normal and customary responsibilities, duties and authorities customarily accorded to, and Employee agrees to expected of, such position, including those as may be employed reasonably established by Employerthe Chief Executive Officer or the Board; provided that the nature of such responsibilities, as duties and authorities shall not be materially inconsistent with Xxxx’x positions and duties hereunder or with those customarily accorded to, and expected of, those of the Effective Date and continuing until the date an equivalent role of termination of Employee’s employment pursuant a company similar to the provisions of Article 3, subject to Company. (b) Xxxx hereby accepts this employment upon the terms and conditions contained herein and agrees to devote his full business time, attention and efforts to promote and further the business of this Agreementthe Company. Xxxx shall not, during the Employment Term, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior consent of the Board. Notwithstanding the foregoing limitations, provided that such activities neither interfere with the discharge of the employment duties and responsibilities of Finn hereunder nor violate the terms of Section 4 hereof, Xxxx shall be able to: (i) devote occasional business time to charitable, industry trade group and community activities and making personal passive investments in publicly traded securities in general and in competitors of the Company and its subsidiaries and affiliates; provided that Xxxx shall not in any event own more than 2% of the issued and outstanding securities of any such publicly traded company. 1.2 As of the Effective Date(c) The Company may, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's require Xxxx to travel in reasonable amounts in carrying out his employment by Employer, devote Employee's full business time, energy, and best efforts duties pursuant to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitationbut not limited to the Company’s other offices and facilities. (d) Finn faithfully shall adhere to, Employee's rights execute and obligations, shall remain fulfill all policies lawfully established by the Chief Executive Officer and/or the Board acting in full force and effect following such transfer of employmentgood faith.

Employment and Duties. 1.1 Employer The Company agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee Executive agrees to serve in as the assigned position or in such other executive capacities Company’s Chief Technology Officer and President of IP Services. The duties and responsibilities of Executive shall include the duties and responsibilities as the Board of Directors of the Company (the “Board”) may be requested from time to time by Employer assign to Executive. Executive shall devote such amount of his time, attention, and to perform diligently and energies to the best business of Employee's abilities the Company as the Company and Executive shall reasonably and mutually agree is necessary for Executive to fulfill the duties and services appertaining responsibilities of his position so long as any of Executive’s other duties do not interfere with Executives duties to such position as reasonably determined by Employer, as well as such the Company. Provided that none of the additional or different activities interferes with the performance of the duties and services appropriate responsibilities of Executive or are determined to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict inconsistent with the business and affairs of the Halliburton Entities position, standing, stature, reputation or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which wouldCompany, directly nothing in this Section 1, shall prohibit Executive from (a) serving as a director or indirectlymember of a committee of, injure any such entity's business, interestsmaking investments in, or reputation. It is agreed consulting or working with entities that any direct do not, in the good faith determination of the Board, compete with the Company or indirect interest inotherwise create, connection within the good faith determination of the Board, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesbusiness of the Company; (b) delivering lectures, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding uponfulfilling speaking engagements, and all any writing or publication relating to his area of Employer's rights hereunder shall be assigned toexpertise; (c) serving as a director or trustee of any governmental, charitable or educational organization or (d) engaging in additional activities in connection with personal investments and community affairs; provided that such Subsequent Employer activities are not inconsistent with Executive’s duties under this Agreement and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of do not violate the terms of Section 13. The Company recognizes that Executive is currently the Chief Executive Officer, President and conditions a director of this AgreementAudioEye, including without limitationInc., Employee's rights a Delaware corporation (collectively with its related entities, “AudioEye”), and obligations, shall remain in full force and effect following such transfer has a pre-existing business relationship with AudioEye which includes but is not limited to equity ownership of employmentAudioEye by Executive.

Employment and Duties. 1.1 Employer (a) The Company hereby employs Employee as its President and Chief Executive Officer. In such position, Employee shall have the responsibilities, duties and authority reasonably accorded to, expected of and consistent with such position and will report directly to the Board of Directors of the Company (the "Board") or such person as the Board may direct. Additional or different duties, titles or positions, however, may be assigned to Employee from time to time; provided, that any such changes are consistent and compatible with Employee's experience, background and managerial skills. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to paragraph (c) of this Section 1, agrees to employ devote substantially all of his business time, attention and efforts to promote and further the business and interests of the Company and its affiliates. (b) Employee shall faithfully adhere to, execute and fulfill all lawful policies established, promulgated and communicated by the Company. (c) Employee shall not, during the term of his employment hereunder, engage in any other business activity pursued for gain, profit or other pecuniary advantage if such activity interferes with Employee's duties and responsibilities hereunder. If Employee intends to engage in any other business activity, he shall give written notice of such intent to the Board, and the Board shall in good faith determine whether such activity will interfere with Employee's duties and responsibilities hereunder, and Employee agrees to be employed accept such a determination by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business timeBoard. The foregoing notwithstanding, the parties recognize and agree that limitations shall not be construed as prohibiting Employee may engage in passive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require his services in the business and operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article Section 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject Subject to the terms and conditions of this Agreement. 1.2 As , effective as of the Effective Date, Company employs Employee is employed to serve as Senior Vice President and Treasurer. Employee agrees to serve Chief Executive Officer, with duties, responsibilities and authorities commensurate with such positions as determined reasonably and in good faith by the assigned position or Company's Board of Directors (the “Board”), and in such other executive capacities as may be requested from time to time mutually agreed by Employer the parties. On October 18, 2022, Employee shall be appointed as a member of the Board and to perform diligently shall be nominated for re-election at the 2023 annual shareholders’ meeting and thereafter while serving as Chief Executive Officer. Employee shall report solely and directly to the best of Employee's abilities Board (and not to any particular director). Employee accepts such employment and agrees to undertake and discharge the duties duties, functions and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 responsibilities commensurate with the aforesaid position. Employee shall at devote substantially all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, attention and best efforts effort to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize hereunder and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity business, profession or occupation, for compensation or otherwise without the express written consent of the Company, other than personal, personal investment, charitable, educational or civic activities or other matters that might involve a possible do not conflict unreasonably with Employee's duties. Employee may serve on the boards of other companies that do not create conflicts of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein Company, conflict with the Company’s Corporate Governance Guidelines or impact the ability of Employee to fulfill her duties hereunder subject to the approval of the Board. Employee shall be construed to preclude principally based at the transfer of EmployeeCompany's employment to another Halliburton Entity (“Subsequent Employer”) as ofheadquarters in Jacksonville, or at any time after, Florida throughout the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentEmployment Term.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until through December 31, 2010 (the date of termination of Employee’s employment pursuant to the provisions of Article 3"Term"), subject to the terms and conditions of this Agreement. The Term shall be automatically extended for successive 12-month periods unless either party provides written notice to the other at least 90 days prior to the end of the then current Term of such party's election not to extend the Term. 1.2 As Beginning as of the Effective Date, Employee is shall continue to be employed by Employer and, as Senior Vice President of July 31, 2009, be Chief Executive Officer (the "CEO") of Alpha Natural Resources, Inc., the indirect parent of Employer ("Alpha Natural Resources"), and Treasurershall be nominated for re-election to the Board of Directors (the "Board of Directors") of Alpha Natural Resources. Employee agrees shall report to the Chairman of the Board of Directors of Alpha Natural Resources. Employee shall serve in the assigned position positions or in such other executive capacities as may be requested agreed to, from time to time by time, between Employee and the Employer, the Board of Directors, and/or the Employer and Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities abilities, and in a trustworthy, businesslike and efficient manner, the duties and services appertaining pertaining to such position positions as reasonably determined by Employerthe Employer and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the Board of Directors and/or Employer. 1.3 Employee shall at all times comply with with, and be subject to to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, the Halliburton Company Alpha Natural Resources' Code of Business Conduct Ethics (the “"Code of Business Conduct”Ethics"). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of EmployerEmployer and the Employer Entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its parent entities, affiliated companies subsidiaries and divisions (each an "Employer Entity," or collectively, the “Halliburton "Employer Entities” or, individually, a “Halliburton Entity”), ") or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Employer Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity (other than a Halliburton Entity while employed an Employer Entity, related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable organization so long as such activities do not interfere with Employee’s performance of his duties hereunder) during the Term without prior approval, which will not be unreasonably withheld, by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such serviceBoard of Directors. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s 's board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresdirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Employer Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Employer Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to EmployerEmployer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton EntityEmployer's and Employer Entities' policies and procedures. 1.6 Nothing contained herein in this Agreement shall be construed to preclude the transfer of Employee's employment to another Halliburton Employer Entity (“"Subsequent Employer”") as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein and any other terms referring and/or relating to Employer shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights rights, compensation, benefits and obligations, shall remain in full force all material respects and effect taken as a whole, no less favorable to Employee following such transfer of employment.

Employment and Duties. 1.1 Employer (a) During the Term (as defined in Section 4), the Company shall employ Executive in the position of Chairman of the Board and Chief Executive Officer of the Company and Operating Sub (as defined below) and such other positions as shall be given to Executive by the Board of Directors of the Company or Operating Sub (defined below) (as applicable, the "BOARD"). In addition, Executive agrees to employ Employeeserve as Chairman of the Board and Chief Executive Officer of the Company's to-be-formed operating subsidiary which will hold the assets of ACN upon consummation of the Acquisition (referred to herein as "Operating Sub"). Executive shall have such responsibilities, duties and Employee agrees authorities reasonably accorded to be employed by Employerand expected of such positions, as well as those that may be established by the Board, which responsibilities, duties and authorities will be generally consistent with those of a chairman of the Effective Date board and continuing until the date of termination of Employee’s chief executive officer or president. Executive hereby accepts this employment pursuant to the provisions of Article 3, subject to upon the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President contained herein and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's his full business time, energyattention and efforts to promote and further the business of the Company and Operating Sub, and best efforts to Executive shall not, during the business and affairs of Employer. Employee may not engageTerm, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investment, profit or activity that interferes with Employee's performance other pecuniary advantage without the prior written consent of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectivelyBoard. However, the “Halliburton Entities” or, individually, a “Halliburton Entity”), foregoing limitations shall not be construed as prohibiting Executive from making personal passive investments in such form or requires any significant portion of Employee's business time. The foregoing notwithstanding, manner as will neither require his services in the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and operation or affairs of the Halliburton Entities companies or enterprises in which such investments are made, nor violate the terms of Section 3 hereof. Notwithstanding the foregoing, Executive shall also be able to devote occasional business time to charitable and community activities, so long as such activities do not interfere with Employee's performance the discharge of his duties and responsibilities to the Company and Operating Sub. (b) Executive faithfully shall adhere to, execute and fulfill all policies established by the Board. (c) Executive shall be located at the Company's Addison, Texas office, or such other location in the greater Dallas/Ft. Worth, Texas metropolitan area or as the Executive and the Board may mutually determine, from which Executive shall execute his responsibilities hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges Executive understands and agrees that Employee owes a fiduciary duty of loyaltyhe shall be required to travel for business reasons to and from the principal offices of, fidelity and allegiance to act at all times in the best interests on behalf of the Employer Company and the other Halliburton Entities Operating Sub, and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee Executive agrees that Employee none of such travel requirements shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresconstitute Good Reason (as defined below). 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee(d) So long as Executive's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding uponcontinuing, and all provided that Executive shall not be in material breach of Employer's rights hereunder any of his obligations hereunder, Executive shall be assigned to, such Subsequent Employer entitled to one seat on the Board of the Company and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided aboveBoard of Operating Sub, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentif any.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant (a) Subject to the provisions of Article 3this Agreement, subject the Company hereby employs the Executive as its President and Chief Operating Officer and the Executive hereby accepts such employment. Subject to the terms and conditions provisions of this Agreement. 1.2 As Agreement and the authority of the Effective DateManaging Members, Employee is employed the Executive shall have full duties and responsibilities, with the concomitant powers and authority, consistent with the Executive's position as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to timeChief Operating Officer, including, without limitation, the Halliburton direction of finance, marketing, and administrative operations of the Company; the oversight (in collaboration with the Chairman and Chief Executive Officer of the Company) of the Company's consulting and research business, reviewing all consulting assignments, preparing all proposals, and supervising project management staff; and such additional duties as are consistent with the Executive's experience and background as the Managing Members shall determine from time to time. The Company Code shall use its best efforts to ensure that the Executive continues to be a Managing Member during the term of Business Conduct this Agreement. (b) The Executive shall devote substantially all of his business time, energies, and attention to the “Code performance of Business Conduct”the duties specified in this Agreement. Subject to the foregoing and to the limitations set forth in Section 9(a) of this Agreement, the Company acknowledges that the Executive may engage in personal business and investment activities for his own account, provided that such activities do not interfere with the performance of the Executive's duties under this Agreement. It is expressly understood and agreed that the Executive's continuing to serve on any boards and committees on which he is serving or with which he is otherwise associated immediately preceding the date hereof, or his service on any other boards and committees of which the Company has knowledge and does not object, in writing, within thirty (30) days after first becoming aware of such service, shall not be deemed to interfere with the performance of the Executive's services to the Company, provided that such service on boards or committees shall be in compliance with the provisions of Section 9(a) hereof, as qualified by Section 9(a)(ii)(C). 1.4 Employee shall(c) The Executive's principal place of employment shall be at the Company's executive offices located at the address first set forth above, during or at such other location as the period of Employee's employment by EmployerCompany and the Executive may mutually agree upon. It is hereby mutually agreed that if the Company opens an office in the San Francisco, devote Employee's full business timeCalifornia metropolitan area, energyExecutive will be assigned to such office. (d) The Executive shall at all times, and to the best of his ability, use his best efforts to the business promote and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in advance the best interests of the Employer and the other Halliburton Entities Company and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, perform all of Employer's his obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of under this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) The Company hereby employs the Executive as its Co-Chief Executive Officer, President and Treasurer on the terms and conditions provided in this Agreement and Executive agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s accept such employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As . The Executive shall be a senior executive officer of the Effective DateCompany and, Employee is employed shall be co-responsible for the overall management and operations of the Company, shall perform the duties and responsibilities as Senior Vice President and Treasurer. Employee agrees to serve in are customary for the assigned position or officer of a corporation in such positions, and shall perform such other executive capacities duties and responsibilities as may be requested are reasonably determined from time to time by Employer and to perform diligently and to the best Company’s Board of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct Directors (the “Code of Business ConductBoard”). 1.4 Employee shall(b) The Executive shall report to and be supervised by the Board. (c) The Executive shall be based at the Company’s principal place of business provided that such principal place of business shall be within a fifty (50) mile radius of 20 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 and, except for business travel incident to his employment under this Agreement, the Company agrees the Executive shall not be required to relocate. (d) The Executive agrees to devote substantially all his attention and time during the period of Employee's employment by Employer, devote Employee's full normal business time, energy, and best efforts hours to the business and affairs of Employerthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to Notwithstanding the interest of Employer or any of its affiliated companies (collectivelyforegoing, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee Executive may engage in passive personal investments the following activities (and other business activities which shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not conflict interfere in any material respect with the business and affairs performance of the Halliburton Entities Executive’s duties and responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Board: (i) serve on corporate, civic, religious, educational and/or charitable boards or interfere with Employee's performance of his duties hereunder. Employee may committees, provided that the Executive shall not serve on the any board of directors or committee of any entity corporation or other than a Halliburton Entity while employed by Employer without business which competes with the approval thereof Business (as defined in accordance Section 10(a) below); and (ii) make investments in businesses or enterprises and manage his personal investments; provided that with Employer’s policies respect to such activities Executive shall comply with any business conduct and procedures regarding such service. Employee shall be permitted ethics policy applicable to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests employees of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresCompany. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 (a) The Employer agrees to employ Employeehereby employs the Executive as the President of its THC Systems, Inc. subsidiary on the terms set forth herein, and Employee agrees to be employed by Employer, the Executive hereby accepts such employment. The Executive shall have such duties as are set forth in the Certificate of Incorporation and the By-Laws of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently THC Systems, Inc. and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee as are commensurate with the Executive's position. The Executive shall at devote substantially all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full his business time, energyattention, skill and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's faithful performance of his duties hereunderhereunder and shall not accept employment elsewhere while employed hereunder during the Term (as defined in Section 2). Employee may not The Executive shall report exclusively to the Employer's Chief Executive Officer The Executive agrees to serve on as (i) a member of the Board of Directors of THC Systems, Inc. (the "Board") or of the board of directors of any entity Affiliate (as defined in Section 6(f)) if asked to do so by the Employer or the Board and if elected by the shareholders of the Employer or such Affiliate, as the case may be, and (ii) an officer of Oneida Ltd. or any other than a Halliburton Entity while employed Affiliate if directed to do so by Employer without the Employer. The Executive may (a) with the prior approval thereof in accordance of the Employer, serve on corporate, civic or charitable boards or committees; (b) deliver lectures, fulfill speaking engagements or teach at educational institutions; and (c) manage personal investments, so long as such activities do not significantly interfere with Employer’s policies and procedures regarding such servicethe performance of the Executive's responsibilities hereunder. Employee The Executive shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times conduct himself in such a manner as not to prejudice the best interests reputation of the Employer and in the other Halliburton Entities and to do no act fields of business in which would, directly it is engaged or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee the public at large. (b) The Employer hereby agrees that Employee it shall not knowingly become involved require the Executive (i) to relocate his principal place of business more than twenty-five (25) miles from its present location in a conflict of interest with Employer or the Halliburton EntitiesMelville, or upon discovery thereofNew York, allow except if such a conflict to continue. Moreover, Employee shall relocation is made not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, earlier than two years after the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; providedOneida Ltd.'s offices at 00 Xxxxxxx Xxxxxx, howeverXxx Xxxx, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding uponXxx Xxxx, and all (ii) to make in excess of Employer's rights hereunder shall be assigned to, such Subsequent Employer and four (4) trips to the Far East annually during the Term (as defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentSection 2).

Employment and Duties. 1.1 1.1. Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date beginning November 3, 1997 and continuing until throughout the date Term (as defined below) of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date1.2. Employee shall serve as "Chairman, Employee is employed as Senior Vice President and TreasurerChief Executive Officer" of Employer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions position which Employee from time to time may be reasonably directed to perform by Employer. 1.3 . Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 1.3. Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest interests of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”)subsidiaries or affiliates, or requires any significant portion of Employee's business time. The foregoing notwithstanding; provided, the parties recognize and agree however, that Employee may engage in passive personal investments and other business activities which that do not conflict with the business and affairs of the Halliburton Entities Employer or any of its subsidiaries or affiliates or interfere with Employee's performance of his or her duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities or any of its subsidiaries or affiliates and to do no act which would, directly or indirectly, would injure any such entity's the business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, reputation of Employer or any Halliburton Entity, involves a possible conflict of interestits subsidiaries or affiliates. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreoverthese duties, Employee shall make full disclosure to Employer of all business opportunities pertaining to Employer's business and shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of appropriate for Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, own benefit business opportunities concerning the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all subject matter of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentfiduciary relationship.

Employment and Duties. 1.1 Employer agrees to (a) The Company shall employ Employeethe Executive, and Employee agrees to be employed by Employerthe Executive shall serve the Company, as the President of the Effective Date and continuing until Company for the date Employment Period (as defined below) as the Company's board of termination of Employee’s employment pursuant to directors (the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as "Board") may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employerdirect. The Executive shall report directly to, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such the authority of, Xxxxxxx X. Xxxx either in his role as chief executive officer of the Company or in his role as chairman of the Board. Except for vacation, personal and sick days in accordance with the Company's policies and procedures as Employer may establish from time applicable to time, including, without limitationcomparable senior executives, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, Executive shall devote Employee's her full business time, energy, time and attention and use her best efforts to promote the interests of the Company, and shall perform such duties, commensurate with the duties that presidents of similar companies typically perform, as the person to whom she reports directs, and shall perform such duties faithfully and diligently, consistent with sound business and affairs of Employerpractices. Employee may not engageThe Executive acknowledges that, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to at least initially during the interest of Employer or any of its affiliated companies Employment Period (collectivelyas defined below), the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstandingfinance department, the parties recognize legal department and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs investor communications department shall report directly to Xx. Xxxx. (b) The Company shall cause the Executive to be appointed a director at the first meeting of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors following the Commencement Date (as defined below) and shall cause the Executive to be nominated for re-election at the first meeting of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board stockholders of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyaltyCompany following the Commencement Date and, fidelity and allegiance to act at all times in the best interests event that her term as director shall expire while she remains in the employ of the Employer and Company under this agreement, at any subsequent meeting of the other Halliburton Entities and to do no act stockholders of the Company at which wouldthe Executive's directorship is up for re-election, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed PROVIDED that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee the Company shall not knowingly become involved in have delivered a conflict notice of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer as contemplated in Section 3(a) or (b) and the defined term "Employer" Executive shall not have delivered a notice of termination as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain contemplated in full force and effect following such transfer of employmentSection 3(c).

Employment and Duties. 1.1 Employer a. During the Employment Term (as defined in Section 3 below), First Charter hereby employs Executive, and Executive hereby agrees to employ Employeeserve, as President and Chief Executive Officer of First Charter. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and Employee agrees to be employed by Employer, consistent with Executive’s position as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and TreasurerChief Executive Officer of First Charter. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to Executive shall also perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties exercise the powers and services appropriate to such positions which Employee functions that from time to time may be reasonably directed to perform assigned or vested in him by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code Board of Business Conduct Directors of First Charter (the “Code Board”) and/or the Board of Business Conduct”Directors of First Charter’s subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the management and operations of the Bank. Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(c). 1.4 Employee shall, during the period agrees to devote substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, attention and best efforts to promote and further the business of First Charter and affairs of Employer. Employee may not engagethe Bank. b. Executive shall faithfully adhere to, directly execute and fulfill all lawful requests, instructions and policies made by the Board or indirectlyits authorized agent(s). c. Except as specifically authorized in advance by the Board, Executive shall not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other businessbusiness or commercial activity pursued for gain, investment, profit or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business timeother pecuniary advantage. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive limitations also shall not be construed as prohibiting Executive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require his services in the business and operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article Section 3 hereof; , provided, however, thatthat during the Employment Term (as defined in Section 3 below), effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and Executive may not beneficially own the defined term "Employer" as used herein shall thereafter be deemed amended stock or options to mean such Subsequent Employer. Except as otherwise provided above, all acquire stock totaling more than 5% of the terms and conditions outstanding shares of this Agreementany corporation or entity, including without limitationor otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, Employee's rights and obligationswhether as a stockholder, shall remain partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in full force and effect following such transfer of employmentCompetitive Activity (as defined in Section 8 below) with First Charter and/or the Bank.

Employment and Duties. 1.1 Employer agrees to continue to employ Employee, and Employee agrees to continue to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is will be employed as Senior Vice President and Treasurer- Western Hemisphere. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's ’s abilities the duties and services appertaining relating to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”), Company Policy 3-90020, “Director and Executive Compensation Administration” (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, “Recoupment of Incentive Compensation”, and Company Policy 3-90050, “Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities”, all of which have been made available to Employee and are available under “COBC” or “Policies” as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 36(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. By signing this Agreement, Employee hereby represents and warrants that he has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the period of Employee's ’s employment by Employer, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's ’s policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's ’s employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's ’s obligations hereunder shall be assumed by and be binding upon, and all of Employer's ’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's ’s rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer MSC and XXXXX hereby employ EMPLOYEE, and EMPLOYEE accepts such employment, as President of MSC. EMPLOYEE agrees to employ Employee, devote EMPLOYEE's best efforts and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant full time during MSC's usual business hours to the provisions business of Article 3, subject to the terms MSC and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to conduct the business and affairs of EmployerMSC to the best of EMPLOYEE's ability, and that EMPLOYEE will adhere to the reasonable business, management, and other policies established from time to time and will perform such other services as requested by the President of XXXXX. Employee may The EMPLOYEE will render services in such executive, supervisory and general administrative capacities as the President of XXXXX shall from time to time determine. Notwithstanding the generality of the foregoing, it shall be the responsibility of EMPLOYEE to oversee MSC's facilities and operations on a day-to-day basis; seek business opportunities and strategic alliance with various companies and organizations; and the responsibility for all contractual obligations and the performance of such other tasks as set forth by the President of XXXXX. The President of XXXXX or his designated representative shall not engagereduce or diminish the scope or title of EMPLOYEE's employment during the term of this Agreement. EMPLOYEE shall have full control over all variables that impact the net profit of MSC, directly or indirectlya division of XXXXX, subject to the final approval of XXXXX. Exclusivity- The EMPLOYEE will devote all of his working time to performing his duties under this Agreement, and during his employment with MSC and XXXXX the EMPLOYEE will not (i) act for his own account in any other business, investmentmanner which is competitive with any of the business of MSC or XXXXX, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict would interfere with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on under this Agreement, or (ii) work in the board of directors day to day activities of any other corporation or other entity other than a Halliburton Entity while employed by Employer (iii)invest or have any financial interest, direct or indirect, in any business competitive with any of the business of XXXXX or MSC without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests express permission of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict President of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereofXXXXX; provided, however, thatthat notwithstanding the foregoing, effective with the EMPLOYEE may own up to 1% of the outstanding equity securities of any Company engaged in any such transfer, all competitive business whose shares are listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter a national or an affiliated securities association. The EMPLOYEE will be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all have an indirect financial interest in any business in which any of the terms following has any financial interest: The EMPLOYEE'S spouse; any lineal descendent or ancestor of the EMPLOYEE; any brother or sister of the EMPLOYEE; and conditions any child of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following any such transfer of employmentbrother or sister.

Employment and Duties. 1.1 Employer agrees to employ Employee(a) The Company hereby employs Employee as Chief Executive Officer of the Company. As such, Employee shall have responsibilities, duties, and Employee agrees authority reasonably accorded to be employed by Employer, as and expected of a Chief Executive Officer of the Effective Date Company and continuing until the date of termination of Employee’s employment pursuant will report directly to the provisions Board of Article 3, subject to Directors of the Company (the "Board"). Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1(c) hereof, agrees to devote Employee's time, attention, and efforts to promote and further the business of this Agreementthe Company. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 (b) Employee shall at faithfully adhere to, execute and fulfill all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, established by the Halliburton Company Code of Business Conduct (Company. During the “Code of Business Conduct”). 1.4 Employee shall, during the period term of Employee's employment by Employerhereunder, devote Employee's full business timeEmployee shall be entitled to be a director on the Board. (c) Employee shall not, energyduring the term of his or her employment hereunder, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investmentprofit, or other pecuniary advantage if such activity that interferes with Employee's performance duties and responsibilities hereunder. The foregoing limitations shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require Employee's services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of paragraph 3 hereof. (d) Employee shall be entitled to take "familiarization cruises" for the purpose of researching, becoming familiar with, and writing about cruise lines, cruise ships and destinations, all as part of Employee's duties hereunderunder this Agreement. Time spent on familiarization cruises shall not be counted as vacation time, is contrary to the interest of Employer or any of its affiliated companies and all expenses related thereto (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than expenses for items of a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee personal nature) shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors reimbursed by the Company (to the extent permitted under not absorbed by the cruise line) in a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in manner consistent with the best interests past practices of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresCompany. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, The Company hereby employs the Employee and the Employee agrees to be employed by Employer, as of hereby accepts employment with the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to Company upon the terms and conditions hereinafter set forth. [The Employee represents and warrants that his acceptance of this Agreementemployment with the Company has not breached, and the performance of duties hereunder will not breach, any duty owed to any prior employer or other entity, nor will the Employee's duties be restricted in any manner by any such duty. 1.2 As ] The Employee shall serve the Company in an executive capacity as an employee of the Effective DateCompany and the Employee shall perform all duties and accept all responsibilities incidental to such position (or with respect to periods prior to or more than two years following a Change of Control (as defined in Section 6), Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities position as may be requested from assigned to the Employee during the term of this Agreement by the Board of Directors of the Company (the "Board of Directors") or its chief executive officer or any other officer as directed by the Company), and the Employee shall cooperate fully with the Board of Directors, the Company's chief executive officer and the Company's vice presidents. In such capacity, the Employee shall have all powers, duties, and obligations as are customarily associated with Employee's position with the Company. The Employee shall devote his best efforts, all of his skills, business time, and business attention solely and exclusively to said position and in furtherance of the business and interests of the Company except for (a) time to time by Employer spent in managing his personal, financial and to perform diligently legal affairs and serving on corporate, civic or charitable boards or committees, in each case only if and to the best extent not interfering with the performance of such responsibilities, and (b) periods of vacation to which he is entitled and periods of approved leave of absence. It is expressly understood and agreed that the Employee's abilities continuing to serve on any boards and committees on which he is serving or with which he is otherwise associated immediately preceding the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investmentdate hereof, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board other boards and committees of directors to which the extent permitted under a Halliburton Entity’s policies Company has been notified in writing and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty does not object, in writing, within thirty (30) days after receipt of loyaltysuch notice, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective interfere with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all performance of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentservices to the Company.

Employment and Duties. 1.1 Employer (a) The Company agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee Executive agrees to serve in as its COO and Secretary, and also as its Chief Financial Officer ("CFO") and Treasurer until such time as the assigned position or in Company hires a full-time employee to serve as CFO. The duties and responsibilities of Executive shall include the duties and responsibilities normally associated with such positions and such other executive capacities officer duties and responsibilities consistent with such positions as the Company's Board of Directors (the "Board") may be requested from time to time by Employer and reasonably assign in good faith to perform diligently and Executive. At all times during the Employment Period (as defined below), the Executive shall report directly to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by EmployerBoard. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation(b) In addition, the Halliburton Company Code agrees that Executive shall serve as a member of Business Conduct (the “Code of Business Conduct”)Board until such time as he is replaced pursuant to a shareholder vote or otherwise. 1.4 Employee shall, (c) Executive shall devote substantially all of his working time and efforts during the period of EmployeeCompany's employment by Employer, devote Employee's full normal business time, energy, and best efforts hours to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's the Company and its subsidiaries and to the diligent and faithful performance of Employeethe duties and responsibilities duly assigned to him pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other company as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing Executive's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereofaffairs; provided, however, thatthat the activities set out in clauses (i), effective with such transfer(ii), all of Employer's obligations hereunder (iii) and (iv) shall be assumed limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentresponsibilities hereunder.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject Subject to the terms and conditions of this Agreement. 1.2 As of , the Effective DateCompany agrees to employ the Employee, and the Employee is employed as Senior Vice President and Treasurer. Employee hereby agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerCompany, as well as such additional Chief Financial Officer. The Employee’s employment hereunder shall begin on or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to timearound June 15, including, without limitation, the Halliburton Company Code of Business Conduct 2018 (the “Code of Business ConductHiring Date”). 1.4 . The Employee shallshall report to the Company’s President and Chief Executive Officer and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, during together with such other duties with which she is charged by the period Company’s Articles or Notice of Employee's Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment by Employer, and agrees to devote Employee's full her best efforts and substantially all of her business time, energyskill, labor and best efforts attention to the business and affairs performance of Employersuch duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined); provided, however, that the Employee may not engage, directly or indirectly, be involved in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary a passive capacity in a non-competitive business subject to the interest prior written approval of Employer or any the Company’s Board of its affiliated companies (collectivelyDirectors; provided further, however, that the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve retain her position on the board of directors of Conn’s, Inc. and any entity other than a Halliburton Entity while employed by Employer committees thereof without any further written approval of the approval thereof in accordance with EmployerCompany’s policies and procedures regarding such serviceBoard of Directors. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be permitted assigned to retain her from time to time by the Board of Directors of the Company. To the extent that the Company shall have any compensation received for approved service on any unaffiliated corporation’s board of directors parent, subsidiary, affiliated corporations, partnerships, or joint venture (collectively “Related Entities”), the Employee shall perform such duties to promote these entities and their respective interests to the same extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in as the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputationCompany without additional compensation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to EmployerAt all times, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesshe has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or upon discovery thereof, allow such a conflict practice that the Company or Related Entities has or hereafter adopts with respect to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, its executive officers or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreementits employees generally, including without limitation, Employee's rights the Company’s Xxxxxxx Xxxxxxx Policy and obligations, shall remain in full force Code of Ethics and effect following such transfer of employmentBusiness Conduct.

Employment and Duties. 1.1 1.1. Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date beginning November 3, 1997 and continuing until throughout the date Term (as defined below) of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement, subject to the terms and conditions of this Agreement. 1.2 As 1.2. Employee shall serve as "Chief Operating Officer -- McCaxx Xxxup" of the Effective Date, Employee is employed as Senior Vice President and TreasurerEmployer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions position which Employee from time to time may be reasonably directed to perform by Employer. 1.3 . Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 1.3. Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest interests of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”)subsidiaries or affiliates, or requires any significant portion of Employee's business time. The foregoing notwithstanding; provided, the parties recognize and agree however, that Employee may engage in passive personal investments and other business activities which that do not conflict with the business and affairs of the Halliburton Entities Employer or any of its subsidiaries or affiliates or interfere with Employee's performance of his or her duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities or any of its subsidiaries or affiliates and to do no act which would, directly or indirectly, would injure any such entity's the business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, reputation of Employer or any Halliburton Entity, involves a possible conflict of interestits subsidiaries or affiliates. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreoverthese duties, Employee shall make full disclosure to Employer of all business opportunities pertaining to Employer's business and shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of appropriate for Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, own benefit business opportunities concerning the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all subject matter of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentfiduciary relationship.

Employment and Duties. 1.1 1.1. Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of October 1, 2017 and, so long as the Effective Date and Agreement is not terminated, continuing until September 30, 2020, (the date of termination of Employee’s employment pursuant to the provisions of Article 3, “Term”) unless terminated as provided herein and subject to the other terms and conditions of this AgreementAgreement or either party provides 30 days’ notice in the event the parties are unable to agree to changes to the Agreement after October 1, 2018. 1.2 As of the 1.2. Beginning Effective Date, Employee is shall be employed as Senior Vice President and TreasurerChief Financial Officer of Employer, reporting to the Employer’s CEO. Employee agrees to serve perform the usual and customary duties of a Chief Financial Officer of a publicly-traded company, including but not limited to assistance in the assigned position or Employer’s up-listing process; development of internal control over financial reporting; evaluation of M&A opportunities; participation in such other executive capacities as may be requested from time to time by Employer the Employer’s road shows and to perform diligently investor presentations; and to implementation of the best of Employee's abilities the duties Employer’s business initiatives and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 growth strategies. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 1.3. Employee shall, during the period Term of Employee's employment by Employer’s employment, devote Employee's full business time, energy, and ’s best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that the Employee may engage in passive personal investments other consulting activities for the Employee’s own account while employed hereunder, including without limitation to charitable, community and other consulting or business activities, provided that such other activities which do not conflict materially interfere with the business and affairs performance of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresduties. 1.5 1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, would intentionally injure any such entity's Employer’s business, its interests, or its reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer Employer, or the Halliburton Entitiesits affiliates, or upon discovery thereof, allow such a conflict to continue, except as approved by a majority of independent members of Employer’s Board of Directors. 1.5. MoreoverEmployee acknowledges and agrees that Employee is expressly prohibited from purchasing or selling securities of the Employer based on any material non-public information obtained during the course of performing services to the Employer. In addition, Employee shall not engage in is prohibited from informing, or “tipping,” any activity that might involve a possible conflict of interest without first obtaining approval in accordance other person about such material information. Employee also agrees to comply with the applicable Halliburton Entity's policies Employer’s Ixxxxxx Xxxxxxx Policy, as updated and proceduresamended from time to time. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer The Company hereby employs the Executive as President and Chief Executive Officer on the terms and conditions provided in this Agreement and Executive agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s accept such employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As . The Executive shall be responsible for the overall management and operations of the Effective DateCompany, Employee is employed shall perform the duties and responsibilities as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or are customary for an officer of a corporation in such positions, and shall perform such other executive capacities duties and responsibilities as may be requested are reasonably determined from time to time by Employer and the Company's Board of Directors (the "BOARD"). The Executive shall report to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject supervised by the Board. The Executive shall be based at the Company's planned new office in Northern Virginia or such other place which shall be within a 30 mile radius thereof that shall constitute the Company's headquarters and, except for business travel incidental to such policies and procedures as Employer may establish from time to time, including, without limitationhis employment under this Agreement, the Halliburton Company Code of Business Conduct (agrees the “Code of Business Conduct”). 1.4 Employee shall, Executive shall not be required to relocate. The Executive agrees to devote substantially all his attention and time during the period of Employee's employment by Employer, devote Employee's full normal business time, energy, and best efforts hours to the business and affairs of Employerthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to Notwithstanding the interest of Employer or any of its affiliated companies (collectivelyforegoing, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee Executive may engage in passive personal investments the following activities (and other business activities which shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not conflict interfere in any material respect with the business and affairs performance of the Halliburton Entities Executive's duties and responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Company's Chairman of the Board: (i) serve on corporate, civic, religious, educational and/or charitable boards or interfere with Employee's performance of his duties hereunder. Employee may committees, provided that the Executive shall not serve on the any board of directors or committee of any entity corporation or other than business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a Halliburton Entity while employed by Employer without part-time basis at educational institutions; and (iii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors Company, including but not limited to the extent permitted under a Halliburton Entity’s policies Company's Black-Out Insider Trading Policy and proceduresAmendment for Executives and Officers. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees A. Company shall continue to employ EmployeeYou as Chief Executive Officer, President and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to Chief Operating Officer in accordance with the terms and conditions of set forth in this Agreement. You accept such continued employment on the terms set forth herein. You shall report to the Board of Directors of the Company. 1.2 As of the Effective Date, Employee is employed B. You shall have such duties as Senior Vice President set forth on Exhibit B (“Duties”) and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may otherwise be requested assigned to You by the Board of Directors from time to time. C. You agree to devote all necessary working time by Employer required of Your position, to devote Your best efforts, skill, and energies to promote and advance the business and/or interests of the Company, and to fully perform diligently Your obligations under this Agreement. During Your employment, You shall not render services to any other entity, regardless of whether You receive compensation, without the prior written consent of the Company. You may, however, (i) engage in community, charitable, and educational activities, (ii) manage Your personal investments, and (iii) with the prior written consent of the Company, serve on corporate boards or committees, provided that such activities do not conflict or 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” section attached as Exhibit A. Exhibit A is incorporated by reference and is included in the Definition of “Agreement.” interfere with the performance of Your obligations under this Agreement or conflict with the interests of the Company. D. As an officer of the Company, You owe a duty of care and loyalty to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerCompany, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed a duty to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, Your Duties in any other business, investment, or activity a manner that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and Company. E. You agree to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance comply with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall procedures of the Company as may be construed adopted and changed from time to preclude time, including those described in the transfer Company’s employee handbook. Material changes to policies and procedures may be made from time to time by the Board of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective Directors. If this Agreement conflicts with such transferpolicies or procedures, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentAgreement will control.

Employment and Duties. 1.1 Employer (a) Effective as of the effective date of the Company's initial public offering and through the four year period ending on the fourth annual anniversary of such effective date, the Company hereby agrees to employ Employeethe Executive as President of the Company. The Executive shall be a member of the Board of Directors of the Company upon the effective date of the Company's initial public offering and shall be a Director for at least three fiscal years including the fiscal year that the Company's initial public offering becomes effective even if it is not a full year. The Executive shall have the responsibilities, duties and Employee authority reasonably accorded to and expected of such position. All employees of the Company, except the Chief Executive Officer, shall report to the Executive directly or indirectly (i.e., through other employees who report to the Executive directly) (collectively, the "Employees"). The Executive or the Employees shall be responsible for personnel decisions regarding employees who are not officers of the Company, including hiring, firing and disciplinary decisions. The Executive or the Employees shall also be responsible for the purchase and sales operations of the Company. The Executive will report directly to the Board of Directors of the Company and carry out its lawful directives. (b) The Executive hereby agrees to be employed by Employeraccept the employment, as of the Effective Date responsibilities and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to duties described in subparagraph (a) above upon the terms and conditions herein contained. The Executive agrees to devote substantially all of this Agreement. 1.2 As his business and productive time, skill, attention and efforts to promote and further the business of the Effective DateCompany. In all aspects of his employment, Employee is employed as Senior Vice President the Executive shall faithfully adhere to, execute and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employerfulfill all directives, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, standards established by the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shallCompany. The Executive shall not, during the period term of Employeethe Executive's employment by Employerhereunder, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investment, profit or other pecuniary advantage if such activity that interferes with Employee's performance of Employeethe Executive's duties and responsibilities hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees (a) During the Employment Term (as defined below), the Company shall employ Xxxxx in the positions of Chief Commercial Officer and Executive Vice President of Sales and Marketing of the Company (and such other positions consistent with his status as the Chief Commercial Officer and Executive Vice President of Sales and Marketing of the Company as shall be reasonably assigned to employ EmployeeXxxxx by the Company’s Chief Executive Officer or Board). Xxxxx shall report to the Chief Executive Officer of the Company. Xxxxx shall have all of the normal and customary responsibilities, duties and authorities customarily accorded to, and Employee agrees to expected of, such positions, including those as may be employed established by Employerthe Chief Executive Officer or the Board; provided that the nature of such responsibilities, as duties and authorities shall not be materially inconsistent with Xxxxx’x positions and duties hereunder or with those customarily accorded to, and expected of, a chief commercial or sales and marketing officer of the Effective Date and continuing until the date of termination of Employee’s employment pursuant a company similar to the provisions of Article 3, subject to Company. (b) Xxxxx hereby accepts this employment upon the terms and conditions contained herein and agrees to devote his full business time, attention and efforts to promote and further the business of this Agreementthe Company. Xxxxx shall not, during the Employment Term, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior consent of the Board. Notwithstanding the foregoing limitations, provided that such activities neither interfere with the discharge of the employment duties and responsibilities of Xxxxx hereunder nor violate the terms of Section 4 hereof, Xxxxx shall be able to: (i) devote occasional business time to charitable, industry trade group and community activities and making personal passive investments in publicly traded securities in general and in competitors of the Company and its subsidiaries and affiliates; provided that Xxxxx shall not in any event own more than 2% of the issued and outstanding securities of any such publicly traded company; and (ii) continue to serve as a member of the Board of Directors of Sonim Technologies, Inc. and VNL (Vihaan Networks Limited), and serve on any committee thereof. 1.2 As of (c) During the Effective DateEmployment Term, Employee is employed as Senior Vice President and Treasurer. Employee agrees the Company shall provide to serve Xxxxx offices in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to City of New York, County of New York for the best performance of Employee's abilities the duties and his employment services appertaining to such position as reasonably determined by Employerhereunder. The Company may, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's require Xxxxx to travel in reasonable amounts in carrying out his employment by Employer, devote Employee's full business time, energy, and best efforts duties pursuant to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitationbut not limited to the Company’s other offices and facilities. (d) Xxxxx faithfully shall adhere to, Employee's rights execute and obligations, shall remain fulfill all policies lawfully established by the Chief Executive Officer and the Board acting in full force and effect following such transfer of employmentgood faith.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject Subject to the terms and conditions of this Agreement. 1.2 As of , the Effective Date, Employee is employed Company shall employ the Executive during the Term (as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or hereinafter defined) in such other executive management capacities as may be requested designated from time to time by Employer the Company’s Chief Executive Officer. The Executive accepts such employment and agrees to perform diligently devote his best efforts and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full entire business time, energyskill, labor, and best efforts attention to the business and affairs performance of Employersuch duties. Employee may not engage, directly or indirectly, in The Executive agrees to promptly provide a description of any other business, investment, commercial duties or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary pursuits engaged in by the Executive to the interest of Employer or any of its affiliated companies (collectively, Company’s Chief Executive Officer and/or the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business timeChief Executive Officer’s designee. The foregoing notwithstanding, If the parties recognize and agree Company’s Chief Executive Officer determines in good faith that Employee may engage in passive personal investments and other business such activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's Executive’s performance of his duties hereunder, the Chief Executive Officer shall notify Executive within thirty (30) days and the Executive shall promptly cease such activities to the extent as directed by the Chief Executive Officer. Employee If the Chief Executive Officer does not provide such notice, Executive shall be free to engage in such commercial duties or pursuits. It is acknowledged and agreed that such description shall be made regarding any such activities in which the Executive owns more than 5% of the ownership of the organization or which may be in violation of Section 5 hereof, and that the failure of the Executive to provide any such description shall enable the Company to terminate the Executive for Cause (as provided in Section 6(c) hereof). The Company agrees to hold any such information provided by the Executive confidential and not serve on disclose the board of directors of same to any entity person other than a Halliburton Entity while employed by Employer without the approval thereof person to whom Executive Agreement/CIC/Ver. 09/12/12 Xxxxx Enterprises Incorporated Xxxxxx Xxxxxxxxx Page Number 1 Initial Xxxxxx Xxxxxxxxx disclosure is reasonably necessary or appropriate in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests light of the Employer and circumstances. In addition, the other Halliburton Entities and Executive agrees to do no act which would, directly serve without additional compensation if elected or indirectly, injure appointed to any such entity's business, interestsoffice, or reputation. It is agreed that any direct or indirect interest inposition, connection withincluding as a director, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, of the Company or any Halliburton Entity, involves a possible conflict subsidiary or affiliate of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereofCompany; provided, however, thatthat the Executive shall be entitled to receive such benefits and additional compensation, effective if any, that is paid to executive officers of the Company in connection with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentservice.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject (a) Subject to the terms and conditions of this Agreement.hereinafter set forth, LCG and the Company hereby employ Executive as executive vice president and chief operating officer during the Term, as hereinafter defined, with Executive's principal office located at 1934 Hilltown Pike, Hilltown, P. 1.2 A. As the executive vice president anx xxxxx xxxxxxxxx xxxxxxx xx LCG, Executive shall have the duties and responsibilities including but not limited to the following: (i) overall administration, management and development of the Effective Date, Employee is employed as Senior Vice Company's US compliance and non-compliance services operations; (ii) achieve organic grow of the US compliance services business in accordance with annually agreed upon business performance goals and strategic objectives that shall be prepared and updated annually by Executive; (iii) achieve external market growth in the US compliance services business in accordance with annually agreed upon business performance goals and strategic objectives that shall be prepared and updated annually by Executive; (iv) Executive shall report to LCG's President and Treasurer. Employee agrees to serve in the assigned position or in CEO ("President & CEO"); and (v) Executive shall also perform such other executive capacities duties and responsibilities as may be requested from time determined by the President & CEO, as long as such duties and responsibilities are consistent with those of the executive vice president and chief operating officer. (b) During the Employment Term, LCG shall include Executive as one of the board of directors' nominees for election as a director, subject to time election by Employer LCG's board of directors ("Board") and to perform diligently and subject to the best limitations of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerSarbanes-Oxley, as well amended. Additionally, Executive shall serve as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton a xxxxxxxx xx xxe Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectivelysubsidiaries, if elected, and in such executive capacity or capacities with respect to any affiliate of LCG or the “Halliburton Entities” orCompany to which he may be elected or appointed, individually, a “Halliburton Entity”), or requires any significant portion provided that such duties are consistent with those of EmployeeLCG's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities Company's executive vice president and chief operating officer. Executive shall receive no additional compensation for services rendered pursuant to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputationthis Section 1(b). It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict An affiliate of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer LCG or the Halliburton EntitiesCompany shall mean any person who controls, is controlled by or upon discovery thereofis under common control with LCG or the Company, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with as the applicable Halliburton Entity's policies and procedurescase may be. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) The Company hereby agrees to employ Employeethe Executive, and Employee agrees to be employed by Employerthe Executive hereby accepts employment, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to upon the terms and conditions set forth herein. During the period during which he is employed hereunder (the “Period of this Agreement. 1.2 As Employment”), the Executive shall diligently and faithfully serve the Company in the capacity of President of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position Company or in such other and/or lesser executive capacity or capacities as may be requested from time to time by Employer the Manager of the Company (the “Manager”) and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by EmployerExecutive may, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, includingagree. The Parent shall cause the Executive to be elected to the Board of Directors of the Parent prior to December 31, without limitation2004. (b) During the term hereof, the Halliburton Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company Code of Business Conduct (as the “Code of Business Conduct”)Company, acting through its Manager, shall request from time to time. 1.4 Employee shall, during the period (c) The Executive shall devote his best efforts and substantially all of Employee's employment by Employer, devote Employee's full his business time, energy, services and best efforts attention to the advancement of the Company’s business and affairs interests. The restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities (including the Executive’s current officer and director positions with respect to Fxxxxx Corporation), so long as all of Employer. Employee may not engage, directly or indirectlysuch other activities do not, in any other businessthe aggregate, investmentmaterially interfere with the Executive’s duties hereunder (including his obligation to devote substantially all of his business time, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary services and attention to the interest of Employer or any of its affiliated companies (collectivelyCompany). Notwithstanding the foregoing, however, the “Halliburton Entities” or, individually, Executive shall not accept any outside directorships (other than his current position as a “Halliburton Entity”), or requires any significant portion director of Employee's business time. The foregoing notwithstanding, Fxxxxx Corporation) without the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs prior consent of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresManager. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty(d) The Executive shall, fidelity and allegiance to act at all times in during the best interests Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Employer Manager. The Executive shall comply with the directions and instructions made or given by or under the other Halliburton Entities authority of the Manager and whenever requested to do no act so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with which would, directly or indirectly, injure any such entity's business, interests, or reputation. It the Executive is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresentrusted. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to cause AMS to continue to employ Employee, and Employee agrees to continue to be employed by Employerhereunder, for a term (the “Term”) beginning as of the Effective Date and continuing until through the date second (2nd) anniversary of termination of Employee’s employment the Effective Date, pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. The Term shall remain in effect until terminated in accordance with the provisions set forth herein, and shall be automatically extended for successive twelve (12) month periods unless either party provides written notice to the other at least ninety (90) days prior to the end of the then current Term of such party’s election not to extend the Term. 1.2 As Employee shall serve as Chief Executive Officer of Employer, shall be employed by AMS as an employee of AMS, and shall serve on the Effective Date, Employee is employed as Senior Vice President and TreasurerBoard of Directors of Employer (the “Board of Directors”). Employee agrees shall report to the Board of Directors. Employee shall serve in the assigned position positions or in such other executive capacities as may be requested agreed to, from time to time by time, between Employee and Employer, the Board of Directors, and/or the Employer and Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, businesslike and efficient manner, the duties and services appertaining pertaining to such position positions as reasonably determined by Employer, AMS and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the Board of Directors, AMS and/or Employer. 1.3 Employee shall at all times comply with in all material respects with, and be subject to to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct Ethics and any policy relating to sexual harassment (the each, an “Code of Business ConductEmployer Policy”). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's ’s employment by Employerhereunder, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer, AMS and the Employer Entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer Employer, AMS or any of its affiliated companies their subsidiaries or affiliates (each such subsidiary or affiliate, together with AMS, an “Employer Entity,” or collectively, the “Halliburton Employer Entities” or, individually, a “Halliburton Entity”), ) or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of Employer or any of the Halliburton Employer Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity (other than a Halliburton Entity while employed an Employer Entity, related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable organization so long as such activities do not, individually or in the aggregate, interfere with Employee’s performance of his duties hereunder) during the Term without prior approval by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board Board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresDirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Employer Entities and to do no act which wouldwhich, directly or indirectly, injures or would reasonably be expected to injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way would adversely affect Employer, or any Halliburton Employer Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to EmployerEmployer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein in this Agreement shall be construed to preclude the transfer by Employer or AMS of Employee's ’s employment to another Halliburton Employer Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all obligations of Employer's obligations Employer and AMS hereunder shall be assumed by and be binding upon, and all rights of Employer's rights Employer and AMS hereunder shall be assigned to, such Subsequent Employer and the defined term "terms “Employer" ” and “AMS” as used herein and any other terms referring and/or relating to Employer or AMS shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights ’s rights, compensation, benefits and obligations, shall remain in full force all material respects and effect taken as a whole, no less favorable to Employee following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to cause CES to continue to employ Employee, and Employee agrees to continue to be employed by Employerhereunder, for a term (the “Term”) beginning as of the Effective Date and continuing until through the date second (2nd) anniversary of termination of Employee’s employment the Effective Date, pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. The Term shall remain in effect until terminated in accordance with the provisions set forth herein, and shall be automatically extended for successive 12-month periods unless either party provides written notice to the other at least 90 days prior to the end of the then current Term of such party’s election not to extend the Term. 1.2 As Employee shall serve as Chief Executive Officer of Employer, shall be employed by CES as an employee of CES, and shall serve on the Effective Date, Employee is employed as Senior Vice President and TreasurerBoard of Directors of Employer (the “Board of Directors”). Employee agrees shall report to the Board of Directors. Employee shall serve in the assigned position positions or in such other executive capacities as may be requested agreed to, from time to time by time, between Employee and Employer, the Board of Directors, and/or the Employer and Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, businesslike and efficient manner, the duties and services appertaining pertaining to such position positions as reasonably determined by Employer, CES and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the Board of Directors, CES and/or Employer. 1.3 Employee shall at all times comply with in all material respects with, and be subject to to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct Ethics and any policy relating to sexual harassment (the each, an “Code of Business ConductEmployer Policy”). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's ’s employment by Employerhereunder, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer, CES and the Employer Entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer Employer, CES or any of its affiliated companies their subsidiaries or affiliates (each such subsidiary or affiliate, together with CES, an “Employer Entity,” or collectively, the “Halliburton Employer Entities” or, individually, a “Halliburton Entity”), ) or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of Employer or any of the Halliburton Employer Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity (other than a Halliburton Entity while employed an Employer Entity, related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable organization so long as such activities do not, individually or in the aggregate, interfere with Employee’s performance of his duties hereunder) during the Term without prior approval by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board Board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresDirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Employer Entities and to do no act which wouldwhich, directly or indirectly, injures or would reasonably be expected to injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way would adversely affect Employer, or any Halliburton Employer Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to EmployerEmployer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein in this Agreement shall be construed to preclude the transfer by Employer or CES of Employee's ’s employment to another Halliburton Employer Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all obligations of Employer's obligations Employer and CES hereunder shall be assumed by and be binding upon, and all rights of Employer's rights Employer and CES hereunder shall be assigned to, such Subsequent Employer and the defined term "terms “Employer" ” and “CES” as used herein and any other terms referring and/or relating to Employer or CES shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights ’s rights, compensation, benefits and obligations, shall remain in full force all material respects and effect taken as a whole, no less favorable to Employee following such transfer of employment.

Employment and Duties. 1.1 1.1. Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date of termination of Employee’s 's employment pursuant to the provisions of Article 33 (the "Term"), subject to the terms and conditions of this Agreement. 1.2 As 1.2. Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President and TreasurerChief Technology Officer of Employer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 1.3. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “"Code of Business Conduct”"). 1.4 1.4. Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies subsidiaries and divisions (collectively, the “"Halliburton Entities” " or, individually, a “"Halliburton Entity”"), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer during the Term without the approval thereof in accordance with Employer’s 's policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s 's board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresdirectors. 1.5 1.5. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that which might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton EntityHalliburton's policies and procedures. 1.6 1.6. The parties understand and agree that Employee will office at a location in the Dallas, Texas area until his daughter graduates from high school. Thereafter, Employee will office in a Halliburton facility in the Houston, Texas area. 1.7. Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“"Subsequent Employer”") as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Company hereby employs Executive as Executive Chairman/Chairman of the Board of the Company. Subject at all times to the direction of the Board of Directors of the Company (the “Board”), Executive shall have direct responsibility, working in conjunction with the Officers of the Company, over operations, sales and marketing, financial accounting and SEC reporting, operational budgeting, sales costing analysis, billing, and auditor interfacing. Executive will also perform other services and duties as the Board of Directors shall determine. Employer agrees that as long as Executive is employed by the Company, Company will use its best efforts to employ Employeecause Executive to be elected as a Director of the Company. Executive shall confer with the Directors, and Employee agrees to be employed by Employer, as other Officers of the Effective Date Company, regarding ideas and continuing until the date of termination of Employee’s employment pursuant proposals with respect to the provisions overall technological direction of Article 3the Company. · Oversee the preparation of short and long term operation plans for sales, subject marketing and quality control; · Establish and maintain appropriate systems for measuring necessary aspects of operational management and development; · Monitor, measure and report on operational issues, opportunities and development plans, and achievements within agreed formats and timescales; · Manage and develop direct reporting staff; · Oversee the management and control of departmental expenditures within agreed budgets; · Liaise with functional/departmental managers to understand all necessary aspects and needs of operational development; · Maintain awareness and knowledge of contemporary operational development theory and methods and provide suitable interpretation to the terms Board, managers and conditions staff within the Company; · Contribute to the evaluation and development of this Agreement. 1.2 As operational strategy and performance in cooperation with the executive team; · Oversee the management of financial accounting and SEC reporting; and · Oversee the management of all legal aspects of the Effective DateCompany in working with both in-house and outside legal counsel. Except as set forth below, Employee is employed as Senior Vice President Executive shall devote all of his time, attention, and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and energies to the best business of Employee's abilities the Company. Provided that none of the additional activities materially interfere with the performance of the duties and services appertaining to such position responsibilities of Executive, nothing in this Section 1 shall prohibit Executive from (a) serving as reasonably determined a director or trustee of any charitable or educational organization or (b) engaging in additional activities in connection with personal investments, investments held by Employerinvestment vehicles of his family trust, as well as such additional part time board or different duties and services appropriate to such positions operational responsibilities associated with companies in which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energyhe has a controlling or minority interest, and best efforts to the business community affairs; provided that such activities are not inconsistent with Executive’s duties under this Agreement and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of violate the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentSection 12.

Employment and Duties. 1.1 Employer A. The Company hereby agrees to employ EmployeeEmployee as COO of the Company and its parent corporation, Fennec Pharmaceuticals Inc. (the “Parent”), effective as of August 3, 2023 (the “Effective Date”). In that position, Employee will report directly to the Company’s Chief Executive Officer, and Employee hereby agrees to accept such employment upon the terms and conditions hereinafter set forth. B. Employee will perform the duties inherent in Employee’s position in good faith and in a reasonable and appropriate manner. Employee will be expected to travel per their territory alignment as reasonably necessary or advisable to perform and fulfill Employee’s responsibilities under this Agreement. While employed by the Company, you agree to work on a full-time basis exclusively for the Company and agree that you shall not, while you are employed by the Company, be employed or engaged in any capacity, in promoting, undertaking or carrying on any other business that competes with the Company or interferes or could reasonably interfere with your duties to the Company without our prior written permission. It is noted that you currently hold non-executive director positions with PTC Therapeutics International and Medison Pharma and the Company grants permission for these to continue. C. Employee shall be employed by Employerthe Company on an “at will” basis, meaning either the Company or Executive may terminate Employee’s employment at any time, with or without cause or advance notice except as specifically set forth in Section 8 of this Agreement. Any contrary representations that may have been made to Employee shall be superseded by this Agreement. This Agreement (inclusive of the Effective Date Proprietary Information and continuing until Inventions Agreement incorporated herein) shall constitute the date of termination full and complete agreement between Employee and the Company on the “at will” nature of Employee’s employment pursuant to with the provisions of Article 3Company, subject to the terms which may be changed only in an express written agreement signed by Employee and conditions of this Agreement. 1.2 As a duly authorized officer of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by EmployerCompany. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed solely by Employer, beginning as of the Effective Date and, except as set forth below, continuing through December 31, 2016 (the “Initial Term”), unless earlier terminated pursuant to Section 3 of this Agreement. Following expiration of the Initial Term, this Agreement will be automatically renewed for successive 1-year terms following the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party gives the other party no less than 30 days’ written notice prior to the expiration of the Term of such Party’s intent not to renew the Agreement (a “Notice of Non-Renewal”). Notwithstanding the foregoing, the Term (including any Renewal Terms) and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement may be terminated at any time as set forth below, subject to the terms and conditions of this Agreement. At the expiration of the Term following delivery of a Notice of Non-Renewal, Employee’s employment with Employer (and any affiliates or assignees of Employer) shall terminate, and this Agreement shall have no further force or effect except with respect to Employee’s obligations pursuant to Section 3.5. 1.2 As Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President Chief Operating Officer of Employer, and TreasurerPresident, Pipeline Services Group. Employee agrees to shall also serve in the assigned position or in such other executive capacities as may be reasonably requested from time to time by Employer or the Board of Directors (the “Board”) of the Employer, and shall report directly to the Chief Executive Officer of the Employer. Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, competent, businesslike, and efficient manner, the duties and services appertaining pertaining to any such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which that Employee from time to time may be reasonably directed to perform by Employer. Employee shall, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as that Employer may establish from time to timetime for Employer’s executives and employees, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct as adopted by Employer and as amended from time to time (the “Code of Business Conduct”). 1.4 Employee shallExcept with the advance written permission of the Board and with respect to Employee’s existing directorships identified on Exhibit A hereto, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engageengage or participate, directly or indirectly, in any other business, investment, or activity that interferes (a) could interfere with Employee's ’s performance of Employee's ’s duties hereunder, (b) is contrary to the interest best interests of Employer Employer, Crestwood Equity Partners, LP, Crestwood Midstream Partners, LP, or any of its affiliated companies their respective subsidiaries (collectively, the “Halliburton Entities” or, individually, each a “Halliburton Related Entity”), or (c) requires any significant portion of Employee's ’s business time. The foregoing notwithstandingNotwithstanding the foregoing, the parties recognize and agree that Employee may engage in passive personal investments and other non-competitive business activities which that do not conflict with the business and affairs of the Halliburton Employer or any Related Entities or materially interfere with Employee's ’s performance of his Employee’s duties hereunder. ; provided, that with the exception of any civic, charitable, or educational boards or committees that do not unreasonably interfere with Employee’s performance of Employee’s duties hereunder and with respect to existing directorships identified on Exhibit A hereto, Employee may not serve as a manager or on the board of directors or similar body of any entity other than Employer or a Halliburton Related Entity while employed during the Term without prior approval therefor by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresBoard. 1.5 Employee acknowledges and agrees that Employee owes has a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Related Entities and to do no act which wouldthat could, directly or indirectly, injure any such entity's ’s business, interests, or reputation. In furtherance of the foregoing, Employee shall present to the Employer all material business opportunities or ventures known to Employee, independently or with others, that are within the purposes of Employer or any Related Entity, including, without limitation, opportunities that may compete with Employer or a Related Entity or could reasonably be expected to be implemented by Employer or a Related Entity. It is agreed that any direct or indirect interest in, in connection with, or any benefit from from, any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, Employer or any Halliburton Entity, of the Related Entities involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that during the employment relationship Employee shall not knowingly become involved in a conflict of interest with Employer or any of the Halliburton Related Entities, whether directly or indirectly through a spouse or other family member, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall not engage in disclose to the Employer any activity that facts which might involve such a possible conflict of interest without first obtaining approval that has not been approved in accordance with writing by the applicable Halliburton Entity's policies and proceduresEmployer. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ EmployeeThe Employee is hereby employed as Chief Executive Officer and President of the Bank and shall have all such authority, powers, duties, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities responsibilities as may be requested given to the Employee from time to time by Employer the Bank's Board of Directors. The Employee shall devote substantially all of the Employee's working time and efforts to perform diligently the affairs of the Bank and will at all times faithfully, industriously, loyally, and to the best of the Employee's abilities ability, experience, and talents, perform all of the lawful duties that may be required of and services appertaining from him pursuant to such position the terms of this Agreement. Except as reasonably determined otherwise approved by Employerthe Chair of the Bank’s Board of Directors, the Employee agrees to be physically present in Sioux Falls, South Dakota to perform his job duties during the Monday to Friday workweek, subject to required business travel and the Bank’s PTO policy. Travel and lodging expenses incurred by the Employee commuting weekly from his residence in Minnesota shall be reimbursed in an amount not to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as well income. Exhibit A to this Agreement provides a list of those material outside positions, investments, and activities presently engaged in by the Employee. The Employee's ongoing participation in these outside interests is permitted so long as such additional interests individually or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, in the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which aggregate do not conflict with the business and affairs of the Halliburton Entities or interfere with the performance of the Employee's performance of his duties hereunder. Employee may not serve on the board of directors of duties, violate any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted applicable laws or regulations, or involve activities contrary to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entityBank. The Employee's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might participation in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreementother material outside interests, including without limitationlimitation service on any outside Board of Directors, Employee's rights and obligations, shall remain is subject to prior approval by the Chair of the Board of Directors of the Bank in full force and effect following such transfer of employmentconsultation with the Board.

Employment and Duties. 1.1 Employer (a) Subject to the terms of this Agreement, the Company agrees to employ Employeecontinue to employ, and Employee agrees to be employed by Employercontinue to serve, as its Chief Financial Officer. The duties and responsibilities of Employee shall include the Effective Date duties and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms responsibilities normally associated with such positions and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities duties and responsibilities consistent with such positions as the Company's Chief Executive Officer may be requested from time to time by Employer and reasonably assign in good faith to perform diligently and Employee. At all times during the term of this Agreement, the Employee shall report directly to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct Chief Executive Officer (the “Code of Business Conduct”"CEO"). 1.4 (b) Employee shall, shall devote substantially all of her working time and efforts during the period of EmployeeCompany's employment by Employer, devote Employee's full normal business time, energy, and best efforts hours to the business and affairs of Employerthe Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the CEO, which consent shall not engagebe unreasonably withheld, directly as an officer or indirectlymember of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses or charitable, educational or civic organizations, (iii) engaging in any other businesscharitable activities and community affairs, investment, or activity that interferes with and (iv) managing Employee's personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), (iii) and (iv) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of Employee's duties and responsibilities hereunder, is contrary . (c) The Company hereby agrees to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize employ Employee and agree that Employee may engage in passive personal investments and other business activities which do not conflict hereby accepts employment with the business Company, upon the terms set forth in this Agreement, for the period commencing on the Effective Date and affairs ending on the eighteen (18) month anniversary of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyaltyEffective Date, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval unless sooner terminated in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein provisions of Section 7 below (the "Employment Term"). At the end of the Employment Term this Agreement shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except terminate except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentherein.

Employment and Duties. 1.1 Employer agrees to employ EmployeeThe Company hereby employs Employee as Chief Operating Officer of the Company, and Employee agrees to be employed by Employerhereby accepts such employment, as in the capacity of Chief Operating Officer of the Effective Date and continuing until the date of termination of Employee’s employment pursuant Company to the provisions of Article 3, subject to act in accordance with the terms and conditions hereinafter set forth. Employee will be responsible for all production (Wisconsin, West Texas and all other sites that may be added in the future), inventory management, procurement, customer service, terminal/transload operations, rail logistics, last mile delivery, and demand & supply planning (S&OP)—to include management of more than 500 employees initially, across all operations. Employee’s work location will be in Houston, Texas, and Employee will be reporting directly to Xxxxxx X. Xxxxxx, Chief Executive Officer, Hi-Crush Proppants LLC. During the term of this Agreement. 1.2 As , Employee agrees that this position will be his full-time employment, and that he will devote all of his business time, attention and skills to the successful continuation of the Effective Datebusiness heretofore conducted by the Company, Employee is employed and that he will perform such duties, functions, responsibilities and authority in connection with the foregoing as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested are from time to time delegated to Employee by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct Chief Executive Officer (the “Code CEO”) or Board of Business ConductDirectors of Hi-Crush GP LLC (the “Board”). 1.4 Employee shall, during ) consistent with the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employerduties associated with his position. Employee may not engagefurther agrees to conduct himself professionally, directly or indirectlyconsistent with the highest standards of decorum and judgment. For the duration of his employment, in any other business, investment, or activity Employee agrees that interferes with Employee's performance of Employee's duties hereunder, is contrary to all business opportunities which might be served by the interest of Employer Company or any of its affiliated companies affiliates will be brought exclusively to the attention of the Company. The provisions of this Section 1 shall not prohibit the Employee from (collectivelya) making investments in entities that are publicly owned and in which the Employee owns no more than two percent of the outstanding stock thereof or make investments in such other entities and in such amounts, (b) serving on the “Halliburton Entities” orBoard of Directors of any other entity, individually, a “Halliburton Entity”)as may be approved in advance by the Board or the CEO, or requires any significant portion of Employee's business time. The foregoing notwithstanding(c) devoting reasonable time and energies to charitable and civic activities, the parties recognize and agree that Employee may engage in passive personal investments and other business provided such activities which do not conflict materially interfere with the business and affairs performance of the Halliburton Entities or interfere with Employee's performance of his ’s duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures2. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 1.1. Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date beginning October __, 1997 and continuing until throughout the date Term (as defined below) of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement, subject to the terms and conditions of this Agreement. 1.2 As 1.2. Employee shall serve as "Chief Operating Officer -- McCaxx Xxxup" of the Effective Date, Employee is employed as Senior Vice President and TreasurerEmployer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions position which Employee from time to time may be reasonably directed to perform by Employer. 1.3 . Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 1.3. Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest interests of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”)subsidiaries or affiliates, or requires any significant portion of Employee's business time. The foregoing notwithstanding; provided, the parties recognize and agree however, that Employee may engage in passive personal investments and other business activities which that do not conflict with the business and affairs of the Halliburton Entities Employer or any of its subsidiaries or affiliates or interfere with Employee's performance of his or her duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities or any of its subsidiaries or affiliates and to do no act which would, directly or indirectly, would injure any such entity's the business, interests, or reputationreputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all business opportunities pertaining to Employer's business and shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the fiduciary relationship. 1.5. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entityof its affiliates, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer Employer, or the Halliburton Entitiesits affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall not engage in disclose to Employer's General Counsel 2 (who shall be Employer's outside General Counsel unless Employer has employed an inside General Counsel) any activity that facts which might involve such a possible conflict of interest without first obtaining approval in accordance with that has not been approved by Employer's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests which constitute a "conflict of interest". Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by Employee to Employer's General Counsel may be all that is necessary to enable Employer or its subsidiaries or affiliates to protect its interests. In others, if no improper motivation appears to exist and the applicable Halliburton Entityinterests of Employer or its subsidiaries or affiliates have not suffered, prompt elimination of the outside interest will suffice. In still others, it may be necessary for Employer to terminate the employment relationship. Employee agrees that Employer's policies and procedures. 1.6 Nothing contained herein determination as to whether a conflict of interest exists shall be construed conclusive. Employer reserves the right to preclude take such action as, in its judgment, will end the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentconflict.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Agreement Date and continuing until the date second anniversary of termination of Employee’s employment pursuant to the provisions of Article 3Agreement Date (the “Initial Term”), subject to the terms and conditions of this Agreement. Commencing on the first anniversary of the Agreement Date, the Initial Term will be automatically extended each day by one day, until two years following the date on which either party delivers to the other written notice of termination in accordance with the provisions of Section 7.3 below. Employer acknowledges and agrees that Employee is accepting employment hereunder in reliance upon the facts set forth in the Whereas clauses set forth above, which Employer represents and warrants to be true and correct in all respects. 1.2 As Beginning as of the Effective Agreement Date, Employee is shall be employed as Senior the Executive Vice President and TreasurerChief Financial Officer of Employer. As Executive Vice President and Chief Financial Officer, President, Employee agrees will report directly to serve in the President and Chief Executive Officer of Employer (“CEO”) and the Board of Directors of Employer (the “Board”), and Employee’s duties will include such functions and operations consistent with Employee’s title and assigned position or in such other executive capacities as may be requested him from time to time by Employer and the President, CEO or the Board. Employee agrees to perform such functions and operations diligently and to the best of Employee's ’s abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employerthe President, CEO or the Board. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct (the “Code of Business Conduct”), which at any time during the period of his employment by Employer have been furnished in writing to Employee. 1.4 Employee shall, during the period of Employee's ’s employment by Employer, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that materially interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer or any of its Dresser, Ltd.’s current or future affiliated companies subsidiaries (each a “Dresser Entity”, or collectively, the “Halliburton Dresser Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Dresser Entities or materially interfere with Employee's ’s performance of his duties hereunder. In addition, Employee may not serve on the board not more than two (2) corporate, civic, or charitable boards of directors of directors, provided that he first obtain approval to serve on any entity other than a Halliburton Entity while employed by Employer without the approval thereof for-profit corporate boards in accordance with Employer’s policies and procedures regarding such serviceservice to the extent previously furnished in writing to Employee. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresdirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Dresser Entities and to do no act which would, directly or indirectly, injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton other Dresser Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Dresser Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might is reasonably likely to involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's Employer’s policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's ’s employment to another Halliburton Dresser Entity or Entities (“Subsequent Employer”) as of, or at any time after, the Effective Agreement Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, (1) effective with such transfer, all of Employer's ’s obligations hereunder shall be assumed by and be binding upon, and all of Employer's ’s rights hereunder shall be assigned to, such Subsequent Employer, jointly and severally with Employer in all respects, and the defined term "“Employer" ” as used herein shall thereafter be deemed amended to mean include such Subsequent Employer, (2) Employee shall be Executive Vice President and Chief Financial Officer of each of the one or more companies that in the aggregate hold and/or are the successor or successors to all or substantially all of the business of Employer (“Employer Successors”), (3) Employer shall remain jointly and several liable and bound by this Agreement, and (4) nothing in this Section 1.6 shall alter the definition of, or Employee’s rights associated with, Employee Cause (as defined in Section 3.4(i) below), or a Change of Control (as defined in Section 7.2 below). Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's ’s rights and obligations, shall remain in full force and effect following such transfer of employment. An example of such an assignment may be the division of Employer into two separate corporate entities which each assume a portion of Employer’s business and which each then shall become Employers, or the assignment of Employee’s contract to a Dresser Entity which purchases all or substantially all of the assets of Employer, which purchaser will then become an Employer.

Employment and Duties. 1.1 (a) Employer hereby employs Employee and Employee hereby agrees to employ Employeeserve as Chairman of the Board and Chief Executive Officer of Employer and Employer’s affiliate, 4Kids Entertainment Inc. (“4Kids”). Employee shall be the chief executive officer of Employer and Employee agrees to be employed by Employer4Kids and, as such, shall have full supervision and control of the Effective Date its business and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, affairs subject to the terms and conditions of this Agreement. 1.2 As overall authority of the Effective Date, Employee is employed as Senior Vice President and TreasurerBoard of Directors of 4Kids (“Board of Directors”). Employee shall have such powers and duties that are customarily possessed by corporate chief executive officers. Employee also agrees to serve in the assigned position or in perform such other executive capacities as may be requested from time to time by services for Employer and to perform diligently and to the best of affiliates consistent with Employee's abilities the duties and services appertaining to such ’s position as reasonably determined by Employershall, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, be assigned to Employee by the Halliburton Company Code Board of Business Conduct (Directors and such services customary to such office as are necessary to the “Code operations of Business Conduct”)Employer and affiliates. 1.4 (b) Employee shall, during shall use Employee’s best efforts to promote the period interests of Employee's employment by Employer, Employer and affiliates and shall devote Employee's ’s full business timetime (except as provided below), energy, energy and best efforts skill exclusively to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and affiliates during the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might Term set forth below in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereofParagraph 2; provided, however, that, effective with such transfer, all that nothing herein shall prohibit Employee from spending a limited amount of Employer's obligations hereunder shall be assumed time on philanthropic or personal investment activities. (c) If requested by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and agreed upon by Employee, during the period when Employee is receiving the Retirement Benefit (as defined term "Employer" as used herein in Paragraph 10 (h) below), Employee shall thereafter be deemed amended provide part-time services to mean such Subsequent Employer. Except as otherwise Such services shall consist of being available for telephone consultations and assisting Employer on a limited basis at mutually convenient and agreeable times and for a mutually agreed number of hours per month. These services may be provided above, all at the offices of 4Kids or outside of the terms offices of 4Kids as may be agreed upon by the parties. For the avoidance of doubt, the providing of part-time services by Employee to Employer pursuant to this Paragraph 1 (c) shall not be a condition to Employee’s receipt of the Retirement Benefit (as defined below in Paragraph 10 (h)) hereunder and conditions of this AgreementEmployee shall not be compensated for such part-time services, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentexcept as agreed to by the parties hereto.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed solely by Employer, beginning as of the Effective Date and, except as set forth below, continuing through December 31, 2015 (the “Initial Term”), unless earlier terminated pursuant to Section 3 of this Agreement. Following expiration of the Initial Term, this Agreement will be automatically renewed for successive 1-year terms following the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party gives the other party no less than 30 days’ written notice prior to the expiration of the Term of such Party’s intent not to renew the Agreement (a “Notice of Non-Renewal”). Notwithstanding the foregoing, the Term (including any Renewal Terms) and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement may be terminated at any time as set forth below, subject to the terms and conditions of this Agreement. At the expiration of the Term following delivery of a Notice of Non-Renewal, Employee’s employment with Employer (and any affiliates or assignees of Employer) shall terminate, and this Agreement shall have no further force or effect except with respect to Employee’s obligations pursuant to Section 3.5. 1.2 As Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President and TreasurerPresident, General Counsel & Corporate Secretary. Employee agrees to shall also serve in the assigned position or in such other executive capacities as may be reasonably requested from time to time by Employer or the Board of Directors (the “Board”) of the Employer, and shall report directly to the Chief Executive Office of the Employer. Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, competent, businesslike, and efficient manner, the duties and services appertaining pertaining to any such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which that Employee from time to time may be reasonably directed to perform by Employer. Employee shall, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as that Employer may establish from time to timetime for Employer’s executives and employees, including, HOU:0024197/00043:1712670v2 without limitation, the Halliburton Company Employer’s Code of Business Conduct as adopted by Employer and as amended from time to time (the “Code of Business Conduct”). 1.4 Employee shallExcept with the advance written permission of the Board and with respect to Employee’s existing directorships identified on Exhibit A hereto, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engageengage or participate, directly or indirectly, in any other business, investment, or activity that interferes (a) could interfere with Employee's ’s performance of Employee's ’s duties hereunder, (b) is contrary to the interest best interests of Employer Employer, Crestwood Equity Partners, LP, Crestwood Midstream Partners, LP, or any of its affiliated companies their respective subsidiaries (collectively, the “Halliburton Entities” or, individually, each a “Halliburton Related Entity”), or (c) requires any significant portion of Employee's ’s business time. The foregoing notwithstandingNotwithstanding the foregoing, the parties recognize and agree that Employee may engage in passive personal investments and other non-competitive business activities which that do not conflict with the business and affairs of the Halliburton Employer or any Related Entities or materially interfere with Employee's ’s performance of his Employee’s duties hereunder. ; provided, that with the exception of any civic, charitable, or educational boards or committees that do not unreasonably interfere with Employee’s performance of Employee’s duties hereunder, Employee may not serve as a manager or on the board of directors or similar body of any entity other than Employer or a Halliburton Related Entity while employed during the Term without prior approval therefor by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresBoard. 1.5 Employee acknowledges and agrees that Employee owes has a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Related Entities and to do no act which wouldthat could, directly or indirectly, injure any such entity's ’s business, interests, or reputation. In furtherance of the foregoing, Employee shall present to the Employer all material business opportunities or ventures known to Employee, independently or with others, that are within the purposes of Employer or any Related Entity, including, without limitation, opportunities that may compete with Employer or a Related Entity or could reasonably be expected to be implemented by Employer or a Related Entity. It is agreed that any direct or indirect interest in, in connection with, or any benefit from from, any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, Employer or any Halliburton Entity, of the Related Entities involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that during the employment relationship Employee shall not knowingly become involved in a conflict of interest with Employer or any of the Halliburton Related Entities, whether directly or indirectly through a spouse or other family member, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall not engage in disclose to the Employer any activity that facts which might involve such a possible conflict of interest without first obtaining approval that has not been approved in accordance with writing by the applicable Halliburton Entity's policies and proceduresEmployer. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) During the Term (as defined in Section 4), the Company shall employ Executive in the position of Chief Financial Officer of the Company and Operating Sub (as defined below) and such other positions as shall be given to Executive by the Board of Directors of the Company or Operating Sub (defined below) (as applicable, the "BOARD") or the Company's Chief Executive Officer (the "CEO") and Executive shall report directly to the CEO. In addition, Executive agrees to employ Employeeserve as Chief Financial Officer of the Company's to-be-formed operating subsidiary which will hold the assets of ACN upon consummation of the Acquisition (referred to herein as "Operating Sub"). Executive shall have such responsibilities, duties and Employee agrees authorities reasonably accorded to be employed by Employerand expected of such positions, as well as those that may be established by the Board or the CEO, which responsibilities, duties and authorities will be generally consistent with those of a chief financial officer or treasurer. Executive shall report to the Chairman of the Effective Date Board and continuing until Chief Executive Officer of the date of termination of Employee’s employment pursuant Company and to the provisions of Article 3, subject to Board (and the Audit Committee thereof). Executive hereby accepts this employment upon the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President contained herein and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's his full business time, energyattention and efforts to promote and further the business of the Company and Operating Sub, and best efforts to Executive shall not, during the business and affairs of Employer. Employee may not engageTerm, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investment, profit or activity that interferes with Employee's performance other pecuniary advantage without the prior written consent of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectivelyBoard. However, the “Halliburton Entities” or, individually, a “Halliburton Entity”), foregoing limitations shall not be construed as prohibiting Executive from making personal passive investments in such form or requires any significant portion of Employee's business time. The foregoing notwithstanding, manner as will neither require his services in the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and operation or affairs of the Halliburton Entities companies or enterprises in which such investments are made, nor violate the terms of Section 3 hereof. Notwithstanding the foregoing, Executive shall also be able to devote occasional business time to charitable and community activities, so long as such activities do not interfere with Employee's performance the discharge of his duties and responsibilities to the Company and Operating Sub. (b) Executive faithfully shall adhere to, execute and fulfill all policies established by the Board. (c) Executive shall be located at the Company's Addison, Texas office, or such other location in the greater Dallas/Ft. Worth, Texas metropolitan area or as the Executive and the Board may mutually determine, from which Executive shall execute his responsibilities hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges Executive understands and agrees that Employee owes a fiduciary duty of loyaltyhe shall be required to travel for business reasons to and from the principal offices of, fidelity and allegiance to act at all times in the best interests on behalf of the Employer Company and the other Halliburton Entities Operating Sub, and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee Executive agrees that Employee none of such travel requirements shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresconstitute Good Reason (as defined below). 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ EmployeeA. The Company hereby employs Employee as its President, Treasurer and Employee agrees to be employed by EmployerChief Operating Officer. Additional or different duties, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3titles or positions, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Datehowever, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested assigned to Employee or may be taken from Employee from time to time by Employer the Board of Directors ("Board") of the Company. Employee hereby accepts this employment upon the terms and conditions herein contained and agrees to perform diligently devote his time, attention and efforts to promote and further the best business and services of the Company. The Company and Employee agree that Employee is contemplating forming one or more corporations relating to business ventures which would not directly or indirectly compete with the Company's business and which will require a portion of Employee's abilities time, attention and efforts. Further, that Employee is a member of the duties Board of Directors of other publicly trading companies. Employee's time, attention and services appertaining efforts directed at such contemplated endeavor is acceptable to the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company. The Prior Agreements are hereby superseded, terminated and shall have no further force or effect nor shall they be legally binding upon either Employee or the Company. B. Employee shall perform such position duties, assume such responsibilities and devote such time, attention and energy to the business of the Company as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee the Board shall from time to time may be reasonably directed to perform by Employer. 1.3 Employee require and, except as provided in paragraph A above, shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shallnot, during the period term of Employee's his employment by Employerhereunder, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investment, profit or other pecuniary advantage if such activity that interferes with Employee's performance of Employee's duties and responsibilities hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively. However, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that limitations shall not be construed as prohibiting Employee may engage in passive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require his services in the business and operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunder. Paragraphs 3 or 4 hereof. C. All funds received by Employee may not serve on behalf of the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee Company, if any, shall be permitted to retain any compensation received held in trust for approved service on any unaffiliated corporation’s board of directors the Company and shall be delivered to the extent permitted under a Halliburton Entity’s policies and proceduresCompany as soon as practicable. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until through December 31, 2007 (the date of termination of Employee’s employment pursuant to the provisions of Article 3"Term"), subject to the terms and conditions of this Agreement. The Term shall be automatically extended for successive 12-month periods unless either party provides written notice to the other at least 90 days prior to the end of the then current Term of such party's election not to extend the Term. 1.2 As Beginning as of the Effective Date, Employee is shall continue to be employed as Senior Vice President by Employer and Treasurerbe President, or serve in a more senior capacity, of Alpha Natural Resources, Inc., the indirect parent of Employer ("Alpha Natural Resources"). Employee agrees shall report to the Chairman of the Board of Directors of Alpha Natural Resources (the "Board of Directors") and Chief Executive Officer of Alpha Natural Resources (the "CEO"). Employee shall serve in the assigned position positions or in such other executive capacities as may be requested agreed to, from time to time by time, between Employee and the CEO, Employer, the Board of Directors, and/or the Employer and Entities (as defined below). Employee agrees to perform diligently and to the best of Employee's abilities abilities, and in a trustworthy, businesslike and efficient manner, the duties and services appertaining pertaining to such position positions as reasonably determined by Employerthe CEO, Employer and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the CEO, the Board of Directors and/or Employer. 1.3 Employee shall at all times comply with with, and be subject to to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, the Halliburton Company Alpha Natural Resources' Code of Business Conduct Ethics (the “"Code of Business Conduct”Ethics"). 1.4 Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of EmployerEmployer and the Employer Entities. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its parent entities, affiliated companies subsidiaries and divisions (each an "Employer Entity," or collectively, the “Halliburton "Employer Entities” or, individually, a “Halliburton Entity”), ") or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Employer Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity (other than a Halliburton Entity while employed an Employer Entity, related industry trade association, public institution, government appointed public or quasi-public body, or not-for-profit charitable organization so long as such activities do not interfere with Employee’s performance of his duties hereunder) during the Term without prior approval, which will not be unreasonably withheld, by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such serviceBoard of Directors. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s 's board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresdirectors. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Employer Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Employer Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to EmployerEmployer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesany Employer Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton EntityEmployer's and Employer Entities' policies and procedures. 1.6 Nothing contained herein in this Agreement shall be construed to preclude the transfer of Employee's employment to another Halliburton Employer Entity (“"Subsequent Employer”") as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein and any other terms referring and/or relating to Employer shall thereafter be deemed amended to mean and refer to such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights rights, compensation, benefits and obligations, shall remain in full force all material respects and effect taken as a whole, no less favorable to Employee following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 33 (the “Term”), subject to the terms and conditions of this Agreement. 1.2 As Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President president and Treasurerchief executive officer of KBR Holdings LLC. Employee agrees to serve in the assigned position or in such other similar executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's ’s abilities the duties and services appertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Halliburton Company (“Halliburton”) or Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's ’s employment by Employer, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer Halliburton, Employer, KBR Holdings LLC or any direct or indirect parent company of KBR Holdings LLC or any of its their affiliated companies subsidiaries and divisions (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer during the Term without the approval thereof in accordance with EmployerHalliburton’s policies and procedures regarding such service. Employee shall be permitted to may retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a applicable Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that which might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's Halliburton’s policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's ’s employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's ’s obligations hereunder shall be assumed by and be binding upon, and all of Employer's ’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term "“Employer" ” as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's ’s rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees (a) Except as provided below in paragraph 1(e), the Company hereby employs Employee as Vice President, Controller and Chief Accounting Officer of the Company to employ Employeebe headquartered in Lincolnshire, Illinois. As such, Employee shall have responsibilities, duties and authority reasonably accorded to, expected of, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of consistent with Employee’s position as the Vice President, Controller and Chief Accounting Officer. Employee hereby accepts this employment pursuant to the provisions of Article 3, subject to upon the terms and conditions herein contained and, subject to paragraph 1(c), agrees to devote substantially all of her time, attention and efforts to promote and further the business and interests of the Company and its subsidiary entities (including joint ventures) or any other entity within the current or future ownership structure. (b) The Company and Employee agree that this Agreement may be assigned to any majority-owned subsidiary of the Company or any other majority-owned entity (in either case, and including any successor in interest through merger or otherwise, the “Successor Employer”) within the current or future ownership structure. In the event of any such assignment, the Company and the Successor Employer shall each be directly and jointly and severally responsible for the timely and full satisfaction of all obligations of the Company as set forth in this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and References to the best of Employee's abilities the duties Company shall include and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by also mean each Successor Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts c) Subject to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the specific terms and conditions of this Agreement, including without limitationEmployee shall faithfully adhere to, execute and fulfill all lawful policies established by the Company. (d) Employee shall not, during the term of her employment hereunder, engage in any other business activity pursued for gain, profit or other pecuniary advantage. The foregoing limitations shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require her services in the operation or affairs of the companies or enterprises in which such investments are made. (e) On or prior to March 31, 2007, the Company may change Employee's rights ’s title to Vice President - Accounting. The duties of such position shall be transitioning accounting duties to persons designated by the Company and obligations, providing accounting services for the Company’s (or its subsidiaries’) accounting department(s). Any change in title or duties beyond that set forth above shall remain in full force and effect following such transfer of employmentconstitute “Good Reason” for Employee to terminate this Agreement.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of expect that Employee’s employment pursuant to will commence on or about February 21, 2017. Employee will serve initially in the provisions position of Article 3Senior Vice President, subject to Finance until the close of business on the first business day following the day on which Parent files its Annual Report on Form 10-K for the year ended December 31, 2016 with the Securities and Exchange Commission, when Employee will begin serving in the position of Chief Financial Officer, provided that if Employee commences employment on or after the first business day following the day on which the Parent files such Form 10-K, he shall immediately begin serving in the position of Chief Financial Officer. Employee accepts such employment on the terms and conditions of set forth in this Agreement. 1.2 As . Employee shall report to Parent’s Chief Executive Officer and shall perform the duties of Chief Financial Officer or any additional or different duties that are similar to or consistent with that position. Initially, Employee shall work out of New York, New York, although the location is subject to change to suit business needs, provided however, that relocation of the Effective Date, office more than thirty-five (35) miles from its current location shall constitute “Good Reason” for Employee is employed to resign as Senior Vice President and Treasurerset forth below in this Agreement. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best devote substantially all of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business his time, energy, and best efforts ability to the business of Employer on a full-time basis and affairs of Employer. Employee may shall not engage, directly or indirectly, engage in any other businessbusiness activities during the term of this Agreement, investmentincluding but not limited to providing consulting services to any investment firm, or activity that interferes with Employee's performance of Employee's duties hereundersuch as a hedge fund, is contrary to the interest of Employer or any of its affiliated companies (collectivelyprovided however, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and pursue other business normal charitable activities which so long as such activities do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunderability to perform his duties. Employee may agrees that he shall not serve on the board of directors directors, advisory board, or similar oversight body of any other not-for-profit or for-profit company, entity other than a Halliburton Entity while employed by Employer or institution without the express written approval thereof in accordance with of the Chief Executive Officer or the Board of Directors. Notwithstanding the foregoing, Employer agrees that Employee may continue his role on the Board of Directors of Kindred Healthcare, Champions Oncology and One Acre Fund. Employee shall at all times observe and abide by the Employer’s policies and procedures regarding such service. Employee shall be permitted as in effect from time to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedurestime. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 (a) Effective January 1, 1995 (the “Effective Date”), Employer hereby employs Employee and Employee hereby agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed serve as Senior Vice President of Business Affairs and TreasurerAcquisitions of Employer reporting to the Senior Vice President-Finance of Employer. Employee agrees to serve in the assigned position or in perform such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of services consistent with Employee's abilities the duties and services appertaining to such ’s position as reasonably determined by Employershall, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, be assigned to Employee by the Halliburton Company Code Senior Vice President-Finance. Employee shall use Employee’s best efforts to promote the interests of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, Employer and shall devote Employee's ’s full business time, energy, energy and best efforts skill exclusively to the business and affairs of Employer during the “Term” (as “Term” is defined in Paragraph 2 below). (b) Employee’s primary duties shall consist of such duties assigned to him by the Senior Vice President-Finance involving negotiation, preparation, oversight of others in the negotiation and preparation, of contracts (as requested by Employer), including but not limited to production/development contracts, option agreements, talent contracts, sales and distribution agreements, asset purchase agreements, and copyright administration. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance All such contracts will be subject to final approval by Employer. (c) During the course of Employee's duties ’s employment hereunder, is contrary to Employer may be incorporating subsidiary production companies for the interest development of Employer or any of its affiliated companies individual television programs and other audiovisual properties (collectively, the “Halliburton EntitiesProperties” or, and individually, a “Halliburton EntityProperty”). Employer shall have the right to loan or make available, without additional compensation to Employee, Employee’s services as an officer or requires director of any significant portion such subsidiary to Hallmark Cards, Incorporated (“Hallmark”) or its subsidiaries or to perform distribution services for any Property owned or controlled by Hallmark or any such subsidiary, provided, that his duties as an officer of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict any such subsidiary shall be consistent with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on further agrees that all the board terms of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee this Employment Agreement shall be permitted applicable to retain any compensation received Employee’s services for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies Hallmark and procedureseach such subsidiary. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 The Employer agrees to employ Employee, Employee and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve the Employer in capacity of Teacher/Therapist/Service Coordinator, until the assigned position expiration of the Term of this Agreement, or the sooner termination thereof, as provided in Article “5”, below. 1.2 The Employee's duties shall include, but shall not be limited to, the following: (a) the services set forth on Schedule “A”, or according to job title written in Schedule “A”, annexed hereto, and as same shall be amended, from time to time, pursuant to the terms of this Agreement; (b) the promotion of the business of the Employer; (c) such other executive capacities duties as the Employer may be requested from time to time reasonably direct Employee to perform as are necessary pursuant to the needs and demands of the Employer; (d) The Employee shall render services for the Employer at the offices now or at any time hereafter maintained by the Employer and at such other places as the Employer may reasonably direct. 1.3 The Employer reserves the right to perform diligently modify and redefine the duties of the Employee from time to time as may be necessary to meet the continuing demands of the Employer and/or the special circumstances created by changes in personnel. 1.4 The Employee agrees to serve the Employer faithfully and to the best of Employee's abilities her ability and shall, except for illness, reasonable leaves of absence (approved by the duties Employer) and services appertaining to such position vacation periods, and except as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at provided in Article 1.5 hereof; devote all times comply with and be subject to such policies and procedures as Employer may establish from time to of her working time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, attention and best efforts energies exclusively to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance Employer as necessary to perform the duties required of his duties her, hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. . 1.5 Employee shall be permitted to retain invest in stocks, bonds, mortgages, real estate or similar passive investments not requiring active participation, or in any compensation received for approved service on other business or occupation requiring active participation, provided that Employee’s engagement in any unaffiliated corporation’s board such activities does not interfere with the proper performance of directors her duties hereunder. Employee shall not, without prior written consent of Employer, engage in any other business or activity competitive or adverse to the extent permitted under a Halliburton Entity’s policies and proceduresbusiness or affairs of the Employer. 1.5 1.6 Employee acknowledges represents and agrees warrants that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in during the term of this Agreement she shall comply with all relevant laws, statutes, regulations and professional and ethical requirements, as same may be amended from time to time. 1.7 Employee represents and warrants that she is duly certified as a Teacher/Therapist/Service Coordinator under the laws of the State of New York and is not, to the best interests of her knowledge, subject to any investigation or proceedings with regard to such certification. If at any time during the Employer and the other Halliburton Entities and to do no act which wouldterm of this Agreement said certification is suspended, directly revoked or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might limited in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employerway, Employee agrees to give Employer immediate written notice of such action. 1.8 Employee represents and warrants that she is not bound by (or is not aware of any reasonable basis for any person or entity to assert that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entitiesis bound by) any contractual obligation to any former employer, independent contractor, or upon discovery thereofother third- party (including but not necessarily limited to exclusivity, allow such non-competition, non- solicitation, or restrictive covenant obligations) that, if it were to be upheld or enforced by a conflict court, would limit Employee from being able to continue. Moreoverfully performing under this Agreement and Employee agrees to indemnify and hold Employer harmless from any and all liabilities, Employee shall not engage costs, expenses, damages or claims, including attorneys fees, that the Employer may sustain, in any activity that might involve a possible conflict manner whatsoever, arising out of interest without first obtaining approval or in accordance connection with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer any such contractual obligation of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is will be employed as Senior Executive Vice President and TreasurerPresident, Global Business Lines. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's ’s abilities the duties and services appertaining relating to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”), Company Policy 3-90020, “Director and Executive Compensation Administration” (with respect to the prohibition of discretionary payments in certain situations), Company Policy 3-90040, “Recoupment of Incentive Compensation”, and Company Policy 3-90050, “Termination of Officers Who Participate in Violations or Disregard Supervisory Responsibilities”, all of which have been made available to Employee and are available under “COBC” or “Policies” as posted on Halworld located at xxxx://xxxxxxxx.xxxx.xxxxxxxxxxx.xxx, as well as Section 36(a) of the Halliburton Company By-Laws (with respect to the limitations on the advancement of legal expenses), a copy of which has been made available to Employee. By signing this Agreement, Employee hereby represents and warrants that he has read, understood and agrees to the terms and conditions contained in such Code of Business Conduct, policies, and By-Laws. 1.4 Employee shall, during the period of Employee's ’s employment by Employer, devote Employee's ’s full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's ’s performance of Employee's ’s duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's ’s business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's ’s performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's ’s business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's ’s policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's ’s employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's ’s obligations hereunder shall be assumed by and be binding upon, and all of Employer's ’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's ’s rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer The Company hereby employs the Executive as Executive Vice President on the terms and conditions provided in this Agreement and Executive agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s accept such employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As . The Executive shall be responsible for management of the Effective Dateday-to-day affairs of the Company's PDI's Products Group division, Employee is employed shall perform the duties and responsibilities as Senior Vice President and Treasurer. Employee agrees to serve in are customary for the assigned position or officer of a corporation in such positions, and shall perform such other executive capacities duties and responsibilities as may be requested are reasonably determined from time to time by Employer the Chief Executive Officer and the Chief Operating Officer of the Company. The Executive shall report to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject supervised by the Company's Chief Executive Officer and the Chief Operating Officer. The Executive shall be based at the Company's offices in Upper Saddle River, New Jersey, or such other place that shall constitute the Company's headquarters. The Executive agrees to such policies devote substantially all his attention and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full normal business time, energy, and best efforts hours to the business and affairs of Employerthe Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established from time to time by the Company's Board of Directors (the "Board"). Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to Notwithstanding the interest of Employer or any of its affiliated companies (collectivelyforegoing, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee Executive may engage in passive personal investments the following activities (and other business activities which shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not conflict interfere in any material respect with the business and affairs performance of the Halliburton Entities Executive's duties and responsibilities hereunder and, with respect to subsections (i) and (ii) below, that such activity is pre-approved by the Company's Chief Executive Officer or interfere with Employee's performance of his duties hereunder. Employee may the Chief Operating Officer: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on the any board of directors or committee of any entity corporation or other than business which competes with the Business (as defined in Section 10(a) below); (ii) deliver lectures, fulfill speaking engagements or teach on a Halliburton Entity while employed by Employer without the approval thereof part-time basis at educational institutions; and (iii) make investments in accordance businesses or enterprises and manage his personal investments; provided that with Employer’s policies respect to such activities Executive shall comply with any business conduct and procedures regarding such service. Employee shall be permitted ethics policy applicable to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests employees of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresCompany. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee2.1 With effect from the 1st of June 2015 (as defined in Section 3 hereto), the Company employs Employee and Employee agrees to be employed by Employeraccepts employment with the Company as VP, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3Strategic Programs, subject to upon the terms and conditions of this Agreement. 1.2 As set forth herein. The duties of the Effective Date, Employee is employed as Senior Vice President and Treasurershall be in accordance with the instructions of the Company’s COO or his representative (“Direct Supervisor”). Employee agrees shall devote all necessary time and attention to serve the Business of the Company and shall perform his duties diligently and promptly for the benefit of the Company in accordance with the assigned position or in such other executive capacities Company’s and/or the Direct Supervisor’s instructions and guidelines, as those may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 2.2 Employee shallshall work five days a week, during Sunday to Thursday, unless otherwise required by the period Company, upon its sole discretion and shall dedicate to his work such hours as shall be required for the performance of Employee's employment by Employer, his duties. 2.3 The Employee shall devote Employee's full business his time, energy, skills, know how, experience and best efforts working ability for the promotion of the Company’s business, its interests and benefit. The Employee shall act at all times in an appropriate manner to suit his position in the business and affairs Company. 2.4 During his engagement hereunder, Employee shall not, without the prior written consent of Employer. Employee may not engagethe Company, undertake or accept any other paid or unpaid employment or occupation or engage in or be associated with), directly or indirectly, in any other businessbusinesses, investment, duties or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer pursuits or hold any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of position at any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received whatsoever except for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly de minims non-commercial or indirectly, injure any such entity's business, interests, or reputationnon-business activities. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall be entitled to perform financial investment in a company which shall not knowingly become involved exceed 5% of the issued and outstanding capital of such company, provided that it is not engaged in the Business and/or does not otherwise compete with the Company and/or such investment does not create a conflict of interest with Employer or Employee’s duties in the Halliburton EntitiesCompany. 2.5 Without derogating from the generality of the aforesaid, or upon discovery thereof, allow such the Employee undertakes to notify the Direct Supervisor in writing and without any delays whatsoever regarding any matter and/or subject in which the Employee may have personal interest and/or which may create a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval with his duties in accordance with the applicable Halliburton Entity's policies and proceduresCompany. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer The Company hereby employs the Executive as Executive Vice President -- Corporate Development on the terms and conditions set forth in this Agreement and Executive agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s accept such employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As . The Executive shall be responsible for all phases of (a) the Company's corporate development activity including merger and acquisition activity (including related integration activities), strategic investment activity and private equity relationships; (b) investor relations matters and investment banking relationships; and (c) such other duties as are assigned to him by the Company's Chief Executive Officer ("CEO") which are commensurate with his position with the Company. In connection with the foregoing, the Executive shall coordinate all corporate development and investor relation matters with senior members of the Effective DateCompany's management senior management of the Company's subsidiaries and the Board of Directors. The Executive shall report to and be supervised by the CEO. The Executive shall be based at the Company's offices in Upper Saddle River, Employee is employed as Senior Vice President and TreasurerNew Jersey or such other place that shall constitute the Company's headquarters. Employee The Executive agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full his entire business time, energy, attention and best efforts energies to the business and affairs interests of Employerthe Company during the Employment Period. Employee may The Executive shall not engage, directly accept any other employment or indirectly, engage in any other business, investment, or business activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to during the interest of Employer or any of its affiliated companies (collectivelyEmployment Period; however, the “Halliburton Entities” or, individually, Executive may devote a “Halliburton Entity”), or requires any significant reasonable portion of Employeethe Executive's business time. The foregoing notwithstandingpersonal time to personal financial affairs and nonprofit public service activities; provided, the parties recognize and agree however, that Employee may engage in passive personal investments and other business such activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employeeadversely impact Executive's performance of his duties hereunder. Employee The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company, including, but not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors limited to, those relating to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests protection of the Employer Company's proprietary trade secrets and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and proceduresconfidential information. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer agrees hereby employs Employee to employ Employee, and Employee agrees to be employed by Employer, serve as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior a Chief Financial Officer (“CFO”)/Executive Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by of Employer and to perform diligently and to the best of Employee's abilities the such duties and services appertaining to responsibilities as are customarily performed by persons acting in such position capacity. Employee acknowledges and agrees that as reasonably determined by the CFO of Employer, Employee’s duties shall include, but shall not be limited to, being responsible for the maintaining all of the Employer’s fiscal operating results utilizing generally accepted accounting principles, such as well cost accounting, budgets, regulatory agency and government reports; ensuring the safeguard of Employer’s assets, counseling senior management on fiscal control and profitability; preparing, presenting and interpreting financial reports to senior management; adhering to tax laws and regulatory compliance to properly reflect the financial position of the Employer; directing accounting department activities; providing leadership, training and supervision within the department; assisting in attaining established Bank and department financial goals, which, shall hereafter be referred to collectively as such additional or different duties the “Duties”. During the term of this Agreement, Employee will devote Employee’s full time and services appropriate effort to such positions which performing the Duties. Employee shall perform the Duties at one of the following locations, as specified by the Employer from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to time, or such policies and procedures other office in the Greater Baltimore region as the Employer may establish from time to time: 0000 Xxxx Xxxxx Xxxx, includingXxxxxxxxxxx, without limitation, the Halliburton Company Code of Business Conduct Xxxxxxxx 00000 (the “Code of Business ConductHeadquarters Office”) or 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 (the “Operations Center”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors report to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all Chief Executive Officer of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Employer (a) The Company agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee Executive agrees to serve as the Company’s Chief Revenue Officer & President reporting directly to the Chief Executive Officer, in the assigned position or in such other executive capacities each case, as may be requested adjusted in the event of a Change of Control (as defined below). The duties and responsibilities of Executive shall include assisting in coordination and alignment of resources for the execution of marketing strategies and lending the tactical execution of the media and platform sales teams, as well as duties and responsibilities as the Chief Executive Officer or Executive’s direct supervisor may from time to time by Employer and assign to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by EmployerExecutive. 1.3 Employee (b) Executive shall at devote substantially all times comply with of his working time and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, efforts during the period of Employee's employment by Employer, devote Employee's full Company’s normal business time, energy, and best efforts hours to the business and affairs of Employerthe Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Employee may not engage, directly or indirectly, in any other business, investment, or activity Provided that none of the additional activities interferes with Employee's the performance of Employee's the duties hereunder, is contrary to the interest and responsibilities of Employer Executive or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict are determined by Executive’s immediate supervisor inconsistent with the business and affairs of the Halliburton Entities position, standing, stature, reputation or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and Company, nothing in this Section 1, shall prohibit Executive from (i) serving as a director or member of a committee of up to two (2) entities that do not, in the other Halliburton Entities and to do no act which wouldgood faith determination of Executive’s direct supervisor, directly compete or indirectly, injure any such entity's business, interestspresent the appearance of competition with the Company or otherwise create, or reputation. It is agreed that any could create, in the good faith determination of Executive’s direct or indirect interest insupervisor, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in interest or appearance of a conflict of interest with Employer the business of the Company; (ii) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (iii) serving as a director or trustee of any governmental, charitable or educational organization or (iv) engaging in additional activities in connection with personal investments and community affairs; provided that such activities are not inconsistent with Executive’s duties under this Agreement and do not violate the Halliburton Entitiesterms of Section 13. Notwithstanding the foregoing, or upon discovery thereoffollowing a Change of Control (as defined below), allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict Executive’s activities outside of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations his duties hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended subject to mean such Subsequent Employer. Except as otherwise provided above, all any policies of the terms and conditions of this Agreementacquiring corporation and/or the successor to the Company, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employmentas applicable.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject (a) Subject to the terms and conditions hereinafter set forth, the Company hereby employs the Executive as a senior executive officer. During the Employment Term, as hereinafter defined, the Executive shall report to the Company's chief executive officer. The Executive's initial position shall be as Vice President - Marketing of the Company, and he shall also continue to serve as President of CSM. The Executive shall also perform such other duties and responsibilities as may be determined by the Company's board of directors (the "Board") or chief executive officer as long as such duties and responsibilities are consistent with those of the senior executive officer. (b) The Executive shall serve as a director of the Company or any of its subsidiaries, if elected, and in such executive capacity or capacities with respect to any affiliate of the Company to which he may be elected or appointed, provided that such duties are consistent with those of a senior executive officer of the Company. During the Employment Term, the Executive shall receive no additional compensation for services rendered pursuant to this Paragraph 1(b). (c) Unless terminated earlier as provided for in Paragraph 1(d) or 5 of this Agreement, this Agreement shall have an initial term (the "Initial Term") commencing as of the date of this Agreement and expiring on December 31, 2002. The Executive shall have the right, on notice given not later than sixty (60) days prior to the end of the Initial Term, to extend the term for a period of one (1) year. The Initial Term and the one-year extension are collectively referred to as the "Employment Term." (d) Notwithstanding the provisions of Paragraph 1(c) of this Agreement, as long as this Agreement shall not have been terminated pursuant to Paragraph 5(a), (b) or (c) of this Agreement, the Executive, on ninety (90) days written notice to the Board, shall have the right to terminate the Employment Term, in which event the Employment Term shall end on the date set forth in such notice with the same effect as if such date were the last day of the Employment Term set forth in Paragraph 1(c) of this Agreement. 1.2 As (e) Immediately following the Employment Term, whether the Employment Term shall have expired pursuant to Paragraph 1(c) of this Agreement or terminated by the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees Executive pursuant to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”Paragraph 1(d) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitationbut excluding any termination by the Company pursuant to Paragraph 5(a), Employee(b) or (c) of this Agreement, the Executive shall serve as a consultant to the Company during the Consulting Term. The Consulting Term shall mean the five (5) year period immediately following the expiration or termination of the Employment Term. The Employment Term and the Consulting Term are collectively referred to as the Term. (f) During the Consulting Term the Executive shall serve as a consultant to the Company and shall report to such executive officer as shall be designated by the Company's rights chief executive officer. The nature of the Executive's services during the Consulting Term shall be as mutually agreed upon by the Company's chief executive officer and obligationsthe Executive. The Executive shall be required to devote such time to his services for the Company as he may determine, it being understood that the services being rendered during the Consulting Term shall remain not be the Executive's principal activity and that the Executive may engage in full force such business, charitable and effect following personal activities as he may determine, subject to the provisions of Paragraphs 6, 7 and 8 of this Agreement. In rendering services during the Consulting Term, the Company shall not require the Executive to perform services which would interfere with his other business, charitable and personal activities or which would require him to return from or change his plans for any vacations, and, if he so elects, the Executive may perform such transfer of employmentservices from his residence.

Employment and Duties. 1.1 Employer The Company hereby agrees to employ Employeethe Executive, and Employee agrees the Executive hereby accepts the Company’s offer to be employed by Employerserve, as President and Chief Executive Officer of the Effective Date Company. As such, the Executive shall have responsibilities, duties and continuing until authority reasonably accorded to and expected of such an officer of the date of termination of Employee’s employment pursuant Company and will report to the provisions Company’s Board of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct Directors (the “Code Board”) and its committees. Except for an interim period ending not later than August 20, 2009 (during which period the Executive will expeditiously arrange termination of Business Conduct”employment with his current employer). 1.4 Employee shall, during the period of Employee's employment by Employer, Executive agrees to devote Employee's the Executive’s full business time, energy, attention and best efforts to promote and further the business of the Company. The Executive will faithfully adhere to, execute and affairs fulfill all policies established by the Board and its committees. Except for the interim period described above, the Executive will not, during the Term of Employer. Employee may not engageExecutive’s employment hereunder, directly or indirectly, be engaged in any other businessbusiness activity pursued for gain, investment, profit or other pecuniary advantage if such activity that interferes with Employee's performance of Employee's the Executive’s duties and responsibilities hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, limitations will not be construed to prohibit the parties recognize and agree that Employee may engage in passive Executive from making personal investments and other business activities which do not conflict with in such form or manner as will neither require the business and Executive’s services in the operation or affairs of the Halliburton Entities companies or interfere with Employee's performance enterprises in which such investments are made nor violate the terms of his duties hereunderSection 4 hereof. Employee may not serve on the board of directors of any entity other than The Executive will continue as a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests member of the Employer and Board after the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions date of this Agreement. However, including without limitationunless a majority of the Board otherwise determines, Employee's rights in the event of (and obligationseffective coincident with) any termination of the Executive’s employment with the Company for any reason at any time, shall remain in full force the Executive’s service as a member of the Board will automatically terminate. The Executive hereby resigns as a member of the Board’s audit and effect following such transfer of employmentcompensation committees.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, as of the Effective Date and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3, subject (a) Subject to the terms and conditions hereinafter set forth, the Company hereby employs the Executive as a senior executive officer. During the Employment Term, as hereinafter defined, the Executive shall report to the Company's chief executive officer. The Executive shall work in coordination with the Company's chief executive officer in such areas as the planning, organization and direction of the Company's business, and he shall be responsible for the implementation of the Company's marketing program. The Executive's initial position shall be as President of the Company. He shall also continue to serve as Chief Executive Officer of CSM. The Executive shall also perform such other duties and responsibilities as may be determined by the Company's board of directors (the "Board") or chief executive officer, as long as such duties and responsibilities are consistent with those of the senior executive officer. (b) The Executive shall serve as a director of the Company or any of its subsidiaries, if elected, and in such executive capacity or capacities with respect to any affiliate of the Company to which he may be elected or appointed, provided that such duties are consistent with those of a senior executive officer of the Company. During the Employment Term, the Executive shall receive no additional compensation for services rendered pursuant to this Paragraph 1(b). (c) Unless terminated earlier as provided for in Paragraph 1(d) or 5 of this Agreement, this Agreement shall have an initial term (the "Initial Term") commencing as of the date of this Agreement and expiring on December 31, 2002. The Executive shall have the right, on notice given not later than sixty (60) days prior to the end of the Initial Term, to extend the term for a period of one (1) year. The Initial Term and the one-year extension are collectively referred to as the "Employment Term." (d) Notwithstanding the provisions of Paragraph 1(c) of this Agreement, as long as this Agreement shall not have been terminated pursuant to Paragraph 5(a), (b) or (c) of this Agreement, the Executive, on ninety (90) days written notice to the Board, shall have the right to terminate the Employment Term, in which event the Employment Term shall end on the date set forth in such notice with the same effect as if such date were the last day of the Employment Term set forth in Paragraph 1(c) of this Agreement. 1.2 As (e) Immediately following the Employment Term, whether the Employment Term shall have expired pursuant to Paragraph 1(c) of this Agreement or terminated by the Effective Date, Employee is employed as Senior Vice President and Treasurer. Employee agrees Executive pursuant to serve in the assigned position or in such other executive capacities as may be requested from time to time by Employer and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by Employer. 1.3 Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the “Code of Business Conduct”). 1.4 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its affiliated companies (collectively, the “Halliburton Entities” or, individually, a “Halliburton Entity”), or requires any significant portion of Employee's business time. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Halliburton Entities or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and the other Halliburton Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Halliburton Entity, involves a possible conflict of interest. In keeping with Employee's fiduciary duties to Employer, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or the Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with the applicable Halliburton Entity's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”Paragraph 1(d) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitationbut excluding any termination by the Company pursuant to Paragraph 5(a), Employee's rights and obligations(b) or (c) of this Agreement, the Executive shall remain in full force and effect serve as a consultant to the Company during the Consulting Term. The Consulting Term shall mean the five (5) year period immediately following such transfer the expiration or termination of employment.the Employment

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed solely by Employer, beginning as of the Effective Date and, except as set forth below, continuing through December 31, 2016 (the “Initial Term”), unless earlier terminated pursuant to Section 3 of this Agreement. Following expiration of the Initial Term, this Agreement will be automatically renewed for successive 1-year terms following the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party gives the other party no less than 30 days’ written notice prior to the expiration of the Term of such Party’s intent not to renew the Agreement (a “Notice of Non-Renewal”). Notwithstanding the foregoing, the Term (including any Renewal Terms) and continuing until the date of termination of Employee’s employment pursuant to the provisions of Article 3this Agreement may be terminated at any time as set forth below, subject to the terms and conditions of this Agreement. At the expiration of the Term following delivery of a Notice of Non-Renewal, Employee’s employment with Employer (and any affiliates or assignees of Employer) shall terminate, and this Agreement shall have no further force or effect except with respect to Employee’s obligations pursuant to Section 3.5. 1.2 As Beginning as of the Effective Date, Employee is shall be employed as Senior Vice President and TreasurerChief Financial Officer. Employee agrees to shall also serve in the assigned position or in such other executive capacities as may be reasonably requested from time to time by Employer or the Board of Directors (the “Board”) of the Employer, and shall report directly to the Chief Executive Officer of the Employer. Employee agrees to perform diligently and to the best of Employee's abilities ’s abilities, and in a trustworthy, competent, businesslike, and efficient manner, the duties and services appertaining pertaining to any such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such positions which that Employee from time to time may be reasonably directed to perform by Employer.. Employee shall, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer. HOU:0024197/00000:1771700V3 1.3 Employee shall at all times comply with and be subject to such policies and procedures as that Employer may establish from time to timetime for Employer’s executives and employees, including, without limitation, the Halliburton Company Employer’s Code of Business Conduct as adopted by Employer and as amended from time to time (the “Code of Business Conduct”). 1.4 Employee shallExcept with the advance written permission of the Board, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engageengage or participate, directly or indirectly, in any other business, investment, or activity that interferes (a) could interfere with Employee's ’s performance of Employee's ’s duties hereunder, (b) is contrary to the interest best interests of Employer Employer, Crestwood Equity Partners, LP, Crestwood Midstream Partners, LP, or any of its affiliated companies their respective subsidiaries (collectively, the “Halliburton Entities” or, individually, each a “Halliburton Related Entity”), or (c) requires any significant portion of Employee's ’s business time. The foregoing notwithstandingNotwithstanding the foregoing, the parties recognize and agree that Employee may engage in passive personal investments and other non-competitive business activities which that do not conflict with the business and affairs of the Halliburton Employer or any Related Entities or materially interfere with Employee's ’s performance of his Employee’s duties hereunder. ; provided, that with the exception of any civic, charitable, or educational boards or committees that do not unreasonably interfere with Employee’s performance of Employee’s duties hereunder, Employee may not serve as a manager or on the board of directors or similar body of any entity other than Employer or a Halliburton Related Entity while employed during the Term without prior approval therefor by Employer without the approval thereof in accordance with Employer’s policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation’s board of directors to the extent permitted under a Halliburton Entity’s policies and proceduresBoard. 1.5 Employee acknowledges and agrees that Employee owes has a fiduciary duty of loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer and the other Halliburton Related Entities and to do no act which wouldthat could, directly or indirectly, injure any such entity's ’s business, interests, or reputation. In furtherance of the foregoing, Employee shall present to the Employer all material business opportunities or ventures known to Employee, independently or with others, that are within the purposes of Employer or any Related Entity, including, without limitation, opportunities that may compete with Employer or a Related Entity or could reasonably be expected to be implemented by Employer or a Related Entity. It is agreed that any direct or indirect interest in, in connection with, or any benefit from from, any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, Employer or any Halliburton Entity, of the Related Entities involves a possible conflict of interest. In keeping with Employee's ’s fiduciary duties to Employer, Employee agrees that during the employment relationship Employee shall not knowingly become involved in a conflict of interest with Employer or any of the Halliburton Related Entities, whether directly or indirectly through a spouse or other family member, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall not engage in disclose to the Employer any activity that facts which might involve such a possible conflict of interest without first obtaining approval that has not been approved in accordance with writing by the applicable Halliburton Entity's policies and proceduresEmployer. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Halliburton Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein shall thereafter be deemed amended to mean such Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.