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, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” (the “Term”), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 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 and its Enterprises or other 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 interests of Employer, or requires any significant portion of Employee’s business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by continue his employment with Employer, beginning and the period during which such employment continues under this Agreement is referred to as of the Effective Date and continuing until the date set forth on Exhibit “A” Term (the “Term”). If either party does not wish to further continue the employment relationship, subject that party must send a notice of termination (a “Termination Notice”) to the terms and conditions other party setting forth the effective date of this Agreementtermination of employment (such date, the “Termination Date”). 1.2 Employee initially shall be employed in As of the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of EmployeeEffective Date, Employee is employed as the [______] of the Company [and is directed to serve as the [______] of the Parent]. Employee will also serve in such other executive capacities as may elect be reasonably requested from time to terminate this Agreement pursuant time by Employer or the Board of Directors (the “Board”) of the Parent, and will report directly to Article 3 belowthe CEO of Parent. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities abilities, and in a trustworthy, competent, businesslike and efficient manner, the duties and services appertaining pertaining to any such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position which that Employee from time to time may be reasonably directed to perform by Employerthe CEO of Parent. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 Employee shallwill, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy, energy and best efforts to his duties hereunder and the business and affairs of Employer. 1.3 Employee will at all times comply with and be subject to such policies and procedures as Employer or Parent may establish from time to time for Employer’s executives (generally “Policies”), including, without limitation, Employer’s Code of Business Conduct as adopted by Employer and its Enterprises as amended from time to time. All of the Policies of the Parent will be considered the Policies of the Employer unless the Employer adopts specific Policies in place of Parent’s Policies. 1.4 Except with the advance written permission of the Board and with respect to Employee’s existing faculty positions, consulting arrangements, family-owned partnerships and business enterprises and directorships identified on Exhibit A hereto (“Other Enterprises”), Employee will not engage or other entities. Employee may not engageparticipate, directly or indirectly, in any other business, investment, or activity that interferes could interfere with Employee’s performance of Employee’s duties hereunder, is contrary to the best interests of Employer, the Parent, or any Related Entity, or requires any significant portion of Employee’s business time. 1.4 In connection . Notwithstanding the foregoing, the parties recognize that Employee may engage in passive personal investments and other non-competitive business activities that do not conflict with the business and affairs of Employer or any Related Entities or materially interfere with Employee’s employment by Employerperformance of his duties hereunder. However, Employer shall endeavor to provide Employee access to such information pertaining to with the business and services exception of Employer as is appropriate for any civic, charitable, or educational boards or committees that do not unreasonably interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesduties 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 Related Entity during the Term without prior approval by the Board, such approval to be given or withheld in the Board’s sole discretion. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes has a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer and the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business other Related Entities and interests, to do no act which would that could, directly or indirectly, injure Employerany such entity’s business, its interests, or its reputation. In furtherance of the forgoing, and except with respect to refrain from using for opportunities about which Employee becomes aware in respect of Other Enterprises, Employee will present to the Board all material business opportunities or ventures made known to Employee’s own benefit , independently or for the benefit of others any information or opportunities pertaining to Employer’s business or interests with others, that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination within the purposes of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesRelated Entity, involves a possible conflict of interest. In keeping with Employee’s fiduciary duties to Employerincluding, Employee agrees without limitation, opportunities that during the employment relationship Employee shall not knowingly become involved in a conflict of interest may compete with Employer or its affiliates, or upon discovery thereof, allow such a conflict Related Entity and could reasonably be expected to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved implemented by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflictRelated Entity. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on in Exhibit “A” A to this Agreement (the “"Term”), ") subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on in Exhibit “A.” A to this Agreement. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided howeverresponsibilities consistent with the Employee's existing duties, in the event responsibilities and level of authority. Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowany of its affiliates. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection . Notwithstanding anything herein to the contrary it is acknowledged and agreed that the Employee may hold positions as director, officer or employee of Capital House A Finance and Investment Corporation and any corporation associated therewith; provided, that such activities do not impair the performance by Employee of his duties hereunder or otherwise interfere with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships 's compliance with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times his obligations set forth in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third partiespreceding sentence. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; , provided however, in the event Employer substantially reduces the duties that such assignment or responsibilities modification is consistent with that of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowan officer of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron Corp. ("Enron"), or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's President any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's President may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Employee's attorneys, tax advisors, or as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 of this Agreement and continuing until the date set forth on Exhibit “"A” " (the “"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 sixty (60) days prior to the expiration of the Term and Employee accepts such extension within ten (10) days of receipt of such notice. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below"A". Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. The activities described as "permitted activities," on Exhibit A attached hereto shall not be deemed a violation of this Section 1.3. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities1.4. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes to comply with the internal relationships between Employer policies and its employees or representatives or interferes with procedures as described and contained in the external relationships between Employer and third partiesEmployer's Code of Ethics policy, a copy of which has been provided to Employee. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of on the Effective Date and continuing until the date set forth on Exhibit “A” A (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 Employee shall, during the period of Employee’s 's employment by Employer, devote Employee’s substantially his full business time, energy, and best efforts to the business and affairs of Employer Employer, subject to reasonable vacation and its Enterprises or other entitiessick leave and reasonable charitable and civic activities for Employee. Subject to the foregoing, Employee may not knowingly 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 materially contrary to the interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to will provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those pertaining to the business and services of Employer’s clients and potential clients Employer that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship relationship, Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, . A violation of this provision may be enjoined by the courts. The rights afforded under this provision are in addition to make full disclosure to Employer of any and all information that pertains to Employer’s business rights and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed remedies otherwise afforded by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third partieslaw. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, knowingly allow such a conflict to continuecontinue beyond such period of time as is reasonably required under the circumstances. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or 's Chairman of the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” Board any known facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson's Chairman of the Board. Employer and Employee recognize that it is impossible to provide an exhaustive list A violation of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts this provision may be enjoined by the Employee courts. The rights afforded under this provision are in addition to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be any and all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist rights and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required remedies otherwise afforded by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently not assign Employee to a different new position or relocate Employee, without Employee's prior consent. Employer may not materially modify Employee’s 's duties and responsibilities; responsibilities without Employee's prior consent, which shall not be unreasonably withheld, provided howeverthat notwithstanding the foregoing, in the event Employer substantially reduces the may assign such additional or different duties or responsibilities of and services appropriate to Employee, 's position which Employee from time to time may elect be reasonably directed to terminate this Agreement pursuant to Article 3 belowperform by Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employerposition. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 1.4. In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities.endeavor 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's General Counsel any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson's Board of Directors. 1.6. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's General Counsel may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that 1.7. Any potential conflict of interest existing prior to the terms and conditions execution of this Agreement constitute confidential informationshall be disclosed to Employer prior to execution. Employee shall keep confidential the terms Employer agrees that such disclosed potential conflicts of this Agreement and shall interest are not disclose this confidential information conflicts of interest pursuant to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes Section 1.5 or 1.6 absent a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentchange in such action or interest.

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 of this Agreement and continuing until the date set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below"A". Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities1.4. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes to be in compliance with the internal relationships between Employer policies and its employees or representatives or interferes with procedures as described and contained in the external relationships between Employer EOTT Energy Corp. and third partiesEnron Corp. Code of Ethics booklets. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities President & Chief Executive Officer of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 February 18, 2002 (the Effective Date Date) and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided howeverPresident, in the event Employer substantially reduces the duties or responsibilities Measurement of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "Dresser, Inc. Entity", or collectively, the "Dresser, Inc. Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate Dresser, Inc. Entities 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 Dresser, Inc. Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the EmployerEmployer and the other Dresser, to make full disclosure to Employer of all information that pertains to Employer’s business Inc. Entities and interests, to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDresser, Inc. Entity, 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 its affiliatesany Dresser, Inc. Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Dresser, Inc. 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties President Instrument, DMD and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Roots Division of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities President Waukesha Engine Division of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties Vice President Chief Financial Officer and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Controller of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties Vice President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities General Counsel of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Vice President Human Resources of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties Executive Vice President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Chief of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowStaff 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 's abilities the duties and services appertaining pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 later to occur of the Closing Date (as defined in the Investment Agreements) or the issuance of stock option to Employee in the amount designated on Exhibit A attached hereto (the “Effective Date Date”) and continuing until the date set forth on Exhibit “A” terminated pursuant to Article 3 hereof (the “Term”), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. Employee agrees to serve in as Chairman and Chief Executive Officer of the assigned position Company and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall report to the Board of Directors of the Company (the “Board”) and shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 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 and its Enterprises or other entitiesthe Bank and their respective subsidiaries. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes (without written approval from the Board) with Employee’s performance of Employee’s duties hereunder, is contrary to the interests of EmployerEmployer or its subsidiaries, or requires any significant portion of Employee’s business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor promises and agrees to provide Employee as of the Effective Date with access to such information Confidential Information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as President of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 NuState may establish from time to time, including, without limitation, the NuState Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 1.4. Employee shall, during the period of Employee’s 's employment by Employer, devote Employee’s full 's necessary and sufficient business time, energy, and best efforts to the business and affairs of Employer and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated companies (collectively, the "NuState Entities" or, individually, a "NuState Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . The foregoing notwithstanding, the parties recognize and agree that Employee may engage in active and passive personal investments and other business activities which do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the NuState Entities or interfere with Employee's performance of his duties hereunder. Employee may serve on the board of directors of any entity other than a NuState Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other NuState Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesNuState Entity, 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 its affiliatesthe NuState Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “possible conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of February 1, 2002 (the Effective Date Date) and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided howeverSenior Vice President, in the event Employer substantially reduces the duties or responsibilities Corporate Development of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "Dresser, Inc. Entity", or collectively, the "Dresser, Inc. Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate Dresser, Inc. Entities 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 Dresser, Inc. Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the EmployerEmployer and the other Dresser, to make full disclosure to Employer of all information that pertains to Employer’s business Inc. Entities and interests, to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDresser, Inc. Entity, 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 its affiliatesany Dresser, Inc. Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another Dresser, Inc. 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” June 1st, 2007 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning June 1st, 2006, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Chief Executive Officer of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. As of the Effective Date, Employee shall be elected as a member of Employer's Board of Directors and, upon the retirement of the incumbent Chairman of the Employer's Board of Directors, shall be elected to serve as the Chairman of the Employer's Board of Directors. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer; provided. Subject to the provisos to the immediately preceding sentence, 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer or interfere with Employee's performance of his duties hereunder. In that regard, Employee may serve on the board of directors of up to three corporations of his choice, so long as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor service on any such board simultaneously with his service on Employer's Board of Directors does not constitute a violation of federal statutory provisions, or related rules and regulations, pertaining to provide to Employee interlocking directorships and the opportunity to develop business relationships meeting times of such boards of directors do not conflict with those the meeting times of Employer’s clients 's Board of Directors. Except as provided in the preceding sentence, Employee may not serve on the board of directors of any entity other than the Employer during the Term without the approval of the Employer's Board of Directors in accordance with the Employer's policies and potential clients that are appropriate procedures regarding such service, which approval will not be unreasonably withheld. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilitiessuch service on other corporations' boards of directors. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would intentionally injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to the Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “possible conflict of interest.” Moreover 1.5. Effective as of the Effective Date, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that enter into an Indemnification Agreement containing the terms and conditions of and forming a part of, this Agreement constitute confidential informationAgreement. 1.6. Employee shall keep confidential the terms represents that he is not aware of this Agreement and shall any pre-existing health problems which have not disclose this confidential information been disclosed to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentEmployer.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities President Dresser Valve Division Americas of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the date set forth on in Exhibit “A” A to this Agreement (the “"Term”), ") subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on in Exhibit “A.” A to this Agreement. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided howeverresponsibilities consistent with the Employee's existing duties, in the event responsibilities and level of authority. Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowany of its affiliates. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to 2 develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. interest. 1.6 Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” . Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's Board of Directors may be all that is necessary to enable Employer or its affiliates to protect its their interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.

Employment and Duties. 1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of January 1, 2006 (the Effective Date Date) and continuing until the date set forth on Exhibit “A” of termination of Employee’s employment pursuant to the provisions of Article 3 (the “Term”), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee Chief Financial Officer of Employer, reporting to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowChief Executive Officer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer’s Company Code of Business Conduct (the “Code of Business Conduct”). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a “Dresser, Inc. Entity”, or collectively, the “Dresser, Inc. Entities”), or requires any significant portion of Employee’s business time. 1.4 In connection . 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 Dresser, Inc. Entities or interfere with Employee’s employment by Employerperformance of his or her duties hereunder. Employee may not serve on the board of directors of any entity other than a Dresser, Employer shall endeavor to provide Employee access to such information pertaining to Inc. Entity during the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee Term without the opportunity to develop business relationships approval thereof in accordance with those of Employer’s clients policies and potential clients that are appropriate procedures regarding such service. Employee shall be permitted to retain any compensation received for Employeeapproved service on any unaffiliated corporation’s employment responsibilitiesboard of directors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the EmployerEmployer and the other Dresser, to make full disclosure to Employer of all information that pertains to Employer’s business Inc. Entities and interests, to do no act which would would, directly or indirectly, injure Employerany such entity’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDresser, Inc. Entity, involves a possible conflict of interest. In keeping with Employee’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 its affiliatesany Dresser, Inc. Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved by without first obtaining approval in accordance with Employer’s Chairperson. policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee’s employment to another Dresser, Inc. 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 Employee recognize that it is impossible the defined term “Employer” as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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, beginning as of the Effective Date October __, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as "Chief Executive Officer" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the employment fiduciary relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.'s General Counsel

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 March 1, 2002 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties serve as Chairman, President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Chief Executive Officer of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the employment fiduciary relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty 's General Counsel (who shall be so delegated, same herein referred to as “Chairperson” Employer's outside General Counsel unless Employer has employed an inside General Counsel) any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” ". Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, '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 interests 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. Employer and Employee agree agrees that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties as Executive Vice President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Chief Financial Officer of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 Halliburton may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the Halliburton Entities 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 during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved by Employer’s Chairperson. Employer without first obtaining approval in accordance with Halliburton's policies and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interestprocedures.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 October __, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties serve as "Senior Vice President -- Chief Financial Officer" and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities "Treasurer" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure appropriate for Employee's own benefit business opportunities concerning the subject matter of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentfiduciary relationship.

Employment and Duties. 1.1 Employer ENRON agrees to employ Employee, and Employee agrees to be employed by EmployerENRON, beginning as of the Effective Date and continuing until the date set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “"A.” Employer " ENRON may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided however, in if ENRON assigns Employee to a different position, the assignment shall not be a material reduction, or if ENRON modifies Employee's duties and responsibilities, any such modification shall not materially reduce Employee's duties and responsibilities, neither of which event Employer substantially reduces the duties or responsibilities of shall occur without Employee's prior consent. Moreover, Employee ENRON may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowEnron or any affiliates of Enron. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by EmployerENRON, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by EmployerENRON. Employee shall at all times comply with and be subject to such policies and procedures as Employer ENRON may establish from time to time. 1.3 Employee shall, during the period of Employee’s 's employment by EmployerENRON, devote Employee’s 's full business time, energy, and best efforts to the business and affairs of Employer and its Enterprises or other entitiesENRON. 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 interests of EmployerENRON or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by EmployerENRON, Employer ENRON shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer ENRON as is appropriate for Employee’s 's employment responsibilities. Employer ENRON also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s ENRON's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, ENRON and to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do engage in no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 ENRON, or any of its Enterprises subsidiaries, or other entitiesaffiliates, involves a possible conflict of interest. In keeping with Employee’s 's fiduciary duties to EmployerENRON, Employee agrees that during the employment relationship Employee shall not knowingly become involved in a conflict of interest with Employer ENRON, its subsidiaries, divisions, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” ENRON's General Counsel any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list ENRON's Board of actions or interests that constitute a “conflict of interestDirectors.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. A. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's President any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's President may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Employee's attorneys, tax advisors, or as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” December 31, 2001 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as President of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position 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 Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer or Halliburton may establish from time to time, including, without limitation, Halliburton's Code of Business Conduct. During the Term, Employee shall report to the Board of Directors of Employer. In addition, Employee shall report to a senior executive of Halliburton designated by Halliburton from time to time. Directions from such senior executive of Halliburton shall be considered as directions from Employer for purposes of this Agreement. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or its affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate or its affiliates or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than the Employer during the Term without the approval of the Audit Committee of Halliburton's Board of Directors in accordance with Halliburton's policies and procedures regarding such service, which approval will not be unreasonably withheld. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests interest of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would intentionally injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” Audit Committee of Halliburton's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “possible conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” (of termination of Employee’s employment pursuant to the “Term”)provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in As of the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of EmployeeEffective Date, Employee may elect to terminate this Agreement pursuant to Article 3 belowis employed as Executive Vice President and Chief Operating Officer. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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”). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer 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. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services 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 as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee without the opportunity to develop business relationships approval thereof in accordance with those of Employer’s clients policies and potential clients that are appropriate procedures regarding such service. Employee shall be permitted to retain any compensation received for Employeeapproved service on any unaffiliated corporation’s employment responsibilitiesboard of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the date set forth on Exhibit “A” (the “Term”), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowunder Section 3.2 (ii) and said termination shall constitute an Involuntary Termination for purposes of Section 3.5. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 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 and its Enterprises or other 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 interests of Employer, or requires any significant portion of Employee’s business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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, beginning as of the Effective Date of this Agreement and continuing until the date set forth on Exhibit “A” A (the “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. 1.2 1.2. Employee initially shall be employed in the position position(s) set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. A. Employee agrees to serve in the assigned position position(s) and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by EmployerCompany, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by EmployerCompany. Employee shall at all times comply with and be subject to such policies and procedures as Employer Company may establish from time to time. 1.3 1.3. Employee shall, during the period of Employee’s employment by EmployerCompany or a subsidiary, devote Employee’s full business time, energy, and best efforts to the business and affairs of Employer Company and its Enterprises or other subsidiaries and affiliated 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 interests of EmployerCompany, or requires any significant portion of Employee’s business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities1.4. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business Company and interests, its subsidiaries and to do no act which would injure EmployerCompany’s business, its interests, interests or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes to comply with the internal relationships between Employer policies and its employees or representatives or interferes with the external relationships between Employer procedures as described and third partiescontained in Company’s Business Ethics Policies and related policies, copies of which have been provided to Employee. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 November 3, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as "President -- Howaxx Xxxup" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure appropriate for Employee's own benefit business opportunities concerning the subject matter of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentfiduciary relationship.

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 set forth on Exhibit “A” (of termination of Employee’s employment pursuant to the “Term”)provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in As of the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of EmployeeEffective Date, Employee may elect to terminate this Agreement pursuant to Article 3 belowis employed as Executive Vice President – Administration and Chief Human Resources Officer. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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”). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer 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. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services 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 as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee without the opportunity to develop business relationships approval thereof in accordance with those of Employer’s clients policies and potential clients that are appropriate procedures regarding such service. Employee shall be permitted to retain any compensation received for Employeeapproved service on any unaffiliated corporation’s employment responsibilitiesboard of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 2.1 Subject to the terms and conditions of this Agreement, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of from the Effective Closing Date and continuing until the date set forth on end of the period described as the “Term” in Exhibit “A” A (the “Term”). Upon expiration of the initial Term, subject the Term automatically shall be extended for successive one-year periods (the end of which thereafter shall be the “Term”), provided that neither party has delivered notice of non-extension to the terms and conditions other; provided further that any notice of this Agreementnon-extension shall be delivered no later than 90 days prior to the expiration of the then-applicable Term. 1.2 2.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however. Moreover, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee’s employment to Article 3 belowany Affiliate of Employer, provided that no such assignment shall relieve Employer from its responsibilities hereunder. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures that are applicable to Employee as Employer and/or ABX may establish from time to time. In the performance of Employee’s duties and obligations under this Agreement, Employee shall comply with all Applicable Laws. 1.3 2.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its Affiliates, or requires any significant portion of Employee’s business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 2.4 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, interests or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties as Senior Vice President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Chief Accounting Officer of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 Halliburton may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer 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. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate 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 during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved by Employer’s Chairperson. Employer without first obtaining approval in accordance with Halliburton's policies and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interestprocedures.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” March 31, 2001 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning on the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Vice Chairman of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. 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. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, 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 Employer or interfere with Employee's performance of his duties hereunder. In that regard, Employee may serve on the board of directors of up to three unaffiliated corporations of his choice. Except as provided in the preceding sentence, Employee may not serve on the board of directors of any entity other than the Employer during the Term without the approval of the Audit Committee of the Employer's Board of Directors in accordance with the Employer's policies and procedures regarding such service, which approval will not be unreasonably withheld. Employee shall be permitted to retain any compensation received for such service on other corporations' boards of directors. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would intentionally injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to the Audit Committee of the Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “possible conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Senior Vice President - Shared Services Division of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 or Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerHalliburton or any of its affiliated subsidiaries and divisions, including Employer (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the Halliburton Entities 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 during the Term without the approval thereof in accordance with Halliburton's policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts that activity which might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Halliburton'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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the date set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “"A.” " Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowunder Section 3.2 (ii) and said termination shall constitute an Involuntary Termination for purposes of Section 3.5. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s 's own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's President any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's President may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right fight to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; , provided however, that no such assignment or modification shall result in the event Employer substantially reduces the duties or responsibilities a substantial reduction of Employee's duties and responsibilities. Moreover, Employee Employer may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowEnron or any affiliates of Enron, provided that Employee shall not be required to relocate from Houston, Texas. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.shall

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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties as Executive Vice President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities General Counsel of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the Halliburton Entities 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 during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts that activity which might involve such a possible conflict of interest that has not been approved by without first obtaining approval in accordance with Employer’s Chairperson. Employer 's policies and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interestprocedures.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided however. Moreover, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowEnron or any affiliates of Enron. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's President any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's President may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Employee's attorneys, tax advisors, or as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” December 31, 2000 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Vice President - Petrophysical Applications of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position 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 Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer or Halliburton may establish from time to time, including, without limitation, Halliburton's Code of Business Conduct. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or its affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate or its affiliates or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than the Employer during the Term without the approval of the Audit Committee of Halliburton's Board of Directors in accordance with Halliburton's policies and procedures regarding such service, which approval will not be unreasonably withheld. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests interest of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would intentionally injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” Audit Committee of Halliburton's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “possible conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 November 3, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as "President -- Smitx Xxxup" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. Except for Employee's performance of his duties relating to the ownership and operation of Russxxx & Xmitx Xxxd, Inc. (also d/b/a Russxxx & Xmitx Xxxda) and W. C. & M. Enterprises Incorporated (d/b/a Strexxxx-Xxxxx) xxnsistent with Employee's past conduct in performing such duties: (i) 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 and its Enterprises or other entities. Employer; and (ii) 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection time (provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis duties hereunder). 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination shall not appropriate for 2 Employee's own benefit business opportunities concerning the subject matter of the employment fiduciary relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty 's General Counsel (who shall be so delegated, same herein referred to as “Chairperson” Employer's outside General Counsel unless Employer has employed an inside General Counsel) any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” ". Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, '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 interests 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. Employer and Employee agree agrees that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that . For the terms and conditions purposes of this Agreement constitute confidential information. Employee shall keep confidential Agreement, Employee's performance of his duties relating to the terms ownership and operation of this Agreement Russxxx & Xmitx Xxxd, Inc. (also d/b/a Russxxx & Xmitx Xxxda) and W. C. & M. Enterprises Incorporated (d/b/a Strexxxx-Xxxxx) xxnsistent with Employee's past conduct in discharging such duties shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure constitute a "conflict of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentinterest."

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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties as Vice President and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities General Counsel of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 Halliburton may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate 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 during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Halliburton'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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the date set forth on Exhibit “A” (the “Term”)such time as his successor is elected and qualified or his earlier resignation or removal, subject to any termination of such employment as set forth in Article 3, and subject to other rights and obligations set forth in the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Chief Executive Officer of Employer. Employer may subsequently assign shall use its best efforts to cause Employee to continue to be elected or appointed as a different position or modify member of the Board of Directors of Employer (the “Board”) for so long as this Agreement is in effect. For so long as Employee is a member of the Board, Employee will also be Chairman of the Board. As Chief Executive Officer, Employee will report directly to the Board, and Employee’s duties will include such functions and responsibilities; provided however, in operations consistent with Employee’s title and assigned him from time to time by the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowBoard. Employee agrees to serve in the assigned position perform such functions and to perform operations diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position positions which Employee from time to time may be reasonably directed to perform by Employer. 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, 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. 1.3 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 and its Enterprises or other entitiesEmployer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that materially interferes with Employee’s performance of Employee’s duties hereunder, hereunder or is contrary to the interests interest of EmployerEmployer or any of Dresser, Ltd.’s current or future affiliated subsidiaries (each a “Dresser Entity” or, collectively, the “Dresser Entities”) or requires any significant portion of Employee’s business time. 1.4 In connection . 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 Dresser Entities or materially interfere with Employee’s employment by performance of his duties hereunder. In addition, Employee may serve on any corporate, civic, or charitable boards of directors, provided that such service is not otherwise a violation of any other provision of this Agreement and he first obtain approval to serve on any for-profit corporate boards in accordance with Employer, Employer shall endeavor to provide Employee access to ’s policies and procedures regarding such information pertaining service to the business and services 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 Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of Employer and the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business other Dresser Entities and interests, to do no act which would would, directly or indirectly, injure Employerany such entity’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDresser Entity, involves a possible conflict of interest. In keeping with Employee’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 its affiliatesany Dresser Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees shall not engage in any activity that Employee shall disclose is reasonably likely to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a possible conflict of interest that has not been approved by without first obtaining approval in accordance with Employer’s Chairperson. Employer policies and Employee recognize procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee’s employment or this Agreement to another Dresser Entity or Entities (“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 it is impossible to provide an exhaustive list (1) effective with such transfer, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should obligations hereunder shall be assumed by and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such duty be so delegatedSubsequent Employer, may be jointly and severally with Employer in all that is necessary to enable Employer or its affiliates to protect its interests. In othersrespects, if no improper motivation appears to exist and the interests defined term “Employer” as used herein shall thereafter be deemed amended to include such Subsequent Employer, (2) Employee shall be Chief Executive Officer and a member of the board of directors 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 or its affiliates have not suffered(“Employer Successors”), prompt elimination and (3) Employer shall remain jointly and severally liable and bound by this Agreement. Except as otherwise provided above, all of the outside interest will suffice. In still others, it may be necessary for Employer to terminate the employment relationship. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee’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. 1.7 The Compensation Resolution is hereby superseded in its entirety and shall hereafter be of no further force or effect; provided, however, that if the Termination Date occurs prior to December 31, 2006, the Compensation Resolution shall thereupon become effective and of full force and effect once again. In addition, the “Chairman Fee” previously awarded to Employee in connection with his service as the non-executive chairman of the Board, is hereafter terminated.

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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; , provided however, that no such assignment or modification shall result in the event Employer substantially reduces the duties or responsibilities a substantial reduction of Employee's duties and responsibilities. Moreover, Employee Employer may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowany affiliates of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.of

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 last date of the Initial Term as set forth on Exhibit “"A” " or the last day of the one-year term for which the Term of this Agreement shall have been automatically renewed pursuant to the "Renewal" provision as set forth on Exhibit "A" (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. A. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's Board of Directors. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's Board of Directors may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 October 7, 1998 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as Senior Vice President - Operations of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure appropriate for Employee's own benefit business opportunities concerning the subject matter of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentfiduciary relationship.

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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided however. Moreover, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowan affiliate of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the 's Chief Operating Executive Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. 's Chief Executive Officer. 1.6 Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the 's Chief Operating Executive Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates any affiliate to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Senior Vice President - Strategic Account Management of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the Halliburton Entities 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 during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts that activity which might involve such a possible conflict of interest that has not been approved by without first obtaining approval in accordance with Employer’s Chairperson. Employer 's policies and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interestprocedures.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 November 3, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as "President -- McCaxx Xxxup" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the employment fiduciary relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty 's General Counsel 2 (who shall be so delegated, same herein referred to as “Chairperson” Employer's outside General Counsel unless Employer has employed an inside General Counsel) any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” ". Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, '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 interests 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. Employer and Employee agree agrees that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” (of termination of Employee’s employment pursuant to the “Term”)provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in As of the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of EmployeeEffective Date, Employee may elect to terminate this Agreement pursuant to Article 3 belowis employed as Executive Vice President – Strategy and Corporate Development. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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”). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer 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. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services 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 as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee without the opportunity to develop business relationships approval thereof in accordance with those of Employer’s clients policies and potential clients that are appropriate procedures regarding such service. Employee shall be permitted to retain any compensation received for Employeeapproved service on any unaffiliated corporation’s employment responsibilitiesboard of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the earlier of (i) the date set forth on Exhibit “A” of Employee's death, (ii) the date of Employee's initial eligibility for benefits under Employer's Long Term Disability Plan, or (iii) December 31, 2004 (the “"Term”"), subject to the terms and conditions of this AgreementAgreement and Employer's Code of Business Conduct ("Employer's Code") as in effect from time to time. 1.2 Employee initially shall be employed in as General Counsel and Chief Legal Officer of Employer and shall report directly to the position set forth on Exhibit “A.” Employer may subsequently assign Chairman of Employer's Board of Directors. In addition Employee to a different position or modify Employee’s duties shall serve as Senior Vice President and responsibilities; provided howeverGeneral Counsel of Employer's affiliate, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowKaiser Aluminum Corporatiox ("Xxiser"). Employee agrees to serve in the assigned position positions and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position positions as determined by Employer, as well as such reasonable additional or different duties and services appropriate to such position positions which Employee from time to time may be reasonably directed to perform by Employer. It is anticipated that Employee will be elected as a member of, and Vice Chairman of, Employer's Board of Directors, and Employer shall at all times comply with and use its best efforts to cause Employee to continue to be subject elected to serve in such policies and procedures positions throughout the Term so long as Employer may establish from time to timehe is employed by Employer. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection . The foregoing notwithstanding, the parties recognize and agree that, subject to Employer's Code, Employee (i) may engage in charitable and community activities, (ii) may engage in passive personal investments and other business activities, and (iii) may act as a fiduciary with respect to trusts and estates of friends and relatives of Employee’s employment by Employer, Employer shall endeavor to provide Employee access to so long as such information pertaining to activities do not conflict with the business and services affairs of Employer as is appropriate for or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary his duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employerhereunder. Employee acknowledges and agrees that upon termination may not serve on the board of the employment relationshipdirectors of any entity, Employee shall continue to refrain from using for Employee’s own benefit other than Employer or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that a charitable, community service, and/or non-profit organization, while employed by Employer without approval of the appropriate committee of Employer's Board of Directors in accordance with Employer's policies and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activitiesprocedures regarding such service, which interest might in any way adversely affect Employer or any of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’s fiduciary duties to Employer, Employee agrees that during the employment relationship Employee shall approval will not knowingly become involved in a conflict of interest with Employer or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential informationunreasonably withheld. Employee shall keep confidential be permitted to retain any compensation received for service on other corporations' boards of directors except for boards of directors on which Employee serves at the terms request of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentEmployer.

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 October __, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as "President -- Smitx Xxxup" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. Except for Employee's performance of his duties relating to the ownership and operation of Russxxx & Xmitx Xxxd, Inc. (also d/b/a Russxxx & Xmitx Xxxda) and W. C. & M. Enterprises Incorporated (d/b/a Strexxxx-Xxxxx) xxnsistent with Employee's past conduct in performing such duties: (i) 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 and its Enterprises or other entities. Employer; and (ii) 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection time (provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis duties hereunder). 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure appropriate for Employee's own benefit business opportunities concerning the subject matter of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentfiduciary relationship.

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 set forth on Exhibit “A” (of termination of Employee’s employment pursuant to the “Term”)provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in As of the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of EmployeeEffective Date, Employee may elect to terminate this Agreement pursuant to Article 3 belowis employed as Vice President – Corporate Controller and Principal Accounting Officer. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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”). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer 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. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Halliburton Entities or interfere with Employee's performance of her duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity while employed by Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee without the opportunity to develop business relationships approval thereof in accordance with those of Employer’s clients policies and potential clients that are appropriate procedures regarding such service. Employee shall be permitted to retain any compensation received for Employeeapproved service on any unaffiliated corporation’s employment responsibilitiesboard of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the date set forth on Exhibit “A” (of termination of Employee’s employment pursuant to the “Term”)provisions of Article 3, subject to the terms and conditions of this Agreement. 1.2 As of the Effective Date, Employee initially shall will be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowas Senior Vice President – Tax. 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 to such position as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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”). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer 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. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services 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 as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee without the opportunity to develop business relationships approval thereof in accordance with those of Employer’s clients policies and potential clients that are appropriate procedures regarding such service. Employee shall be permitted to retain any compensation received for Employeeapproved service on any unaffiliated corporation’s employment responsibilitiesboard of directors to the extent permitted under a Halliburton Entity’s policies and procedures. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 the date set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 below. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit 2 of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or 's Chairman of the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” Board any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's Chairman of the Board. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or 's Chairman of the Chief Operating Officer should such duty be so delegated, Board may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's reasonable determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Employee's attorneys, tax advisors, or as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities President Wayne Division of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position xxxxxion 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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 Time and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed serve in such position as directed by the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities Board of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowDirectors of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 Employee shall, during the period of Employee’s 's employment by Employer, devote one-half of Employee’s full 's business time, time and energy, and his best efforts to the business and affairs of Employer and its Enterprises or other entitiesEmployer. During such period of employment, 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion significantly more than one-half of Employee’s 's business time; provided, however, that Employee may engage in passive personal investments that do not conflict with the business and affairs of the Employer or any of its subsidiaries or affiliates or interfere with Employee's performance of his or her duties hereunder. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the employment fiduciary relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 Employer, or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or 's General Counsel (who shall be the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” General Counsel of Parent) any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” ". Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, '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 interests 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. Employer and Employee agree agrees that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” A. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided however. Moreover, in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowEnron or any affiliates of Enron. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that action, which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated's President any facts, same herein referred to as “Chairperson” any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that 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 the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's President may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Employee's attorneys, tax advisors, or as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “"A” " (the “"Term”"), subject to the terms and conditions of this Agreement. This Agreement shall supercede and replace the letter agreement dated April 2, 1996. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, A in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowCompany's headquarters location. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 known to Employee to be contrary to the interests of EmployerEmployer or Enron Corp. ("Enron"), or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which Employee knows or should know would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's President any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's President. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's President may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Employee's attorneys, tax advisors, or as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employment.that

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 set forth on Exhibit “A” December 31, 2000 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Vice President - Engineering & Manufacturing of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position 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 Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer or Halliburton may establish from time to time, including, without limitation, Halliburton's Code of Business Conduct. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or its affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate or its affiliates or interfere with Employee's performance of his duties hereunder. Employee may not serve on the board of directors of any entity other than the Employer during the Term without the approval of the Audit Committee of Halliburton's Board of Directors in accordance with Halliburton's policies and procedures regarding such service, which approval will not be unreasonably withheld. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests interest of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would intentionally injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” Audit Committee of Halliburton's Board of Directors any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “possible conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Vice President-Human Resources of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 Halliburton may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerHalliburton or any of its affiliated subsidiaries and divisions (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the Halliburton Entities or interfere with Employee's performance of her duties hereunder. Employee may not serve on the board of directors of any entity other than a Halliburton Entity during the Term without the approval thereof in accordance with Halliburton's policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe other Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts that activity which might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Halliburton'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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination Employee's rights and obligations, shall remain in full force and effect following such transfer of employment.

Employment and Duties. 1.1 1.1. The term of employment under this Agreement shall be for five years, from January 1, 1996 through December 31, 2000 (the "Term"). Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date January 1, 1996, and continuing until the date set forth on Exhibit “A” (the “Term”)through December 31, 2000, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” of Chairman and Chief Executive Officer of Employer. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided . Moreover, Employer may assign this Agreement and Employee's employment to Enron or any affiliates of Enron. It is agreed, however, in that Employee shall not be permanently relocated to a city more than 50 miles from the event Employer substantially reduces Houston area and shall not be demoted from the duties or responsibilities position of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowChairman and Chief Executive Officer of Employer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or Enron, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services of Employer as is appropriate for Employee’s employment responsibilities1.4. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, Enron, or any of its Enterprises or other entitiestheir affiliates, 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 Employer, Enron, or its their affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” discuss with Enron's General Counsel any facts that or circumstances which might involve such a conflict of interest that has not been discussed or approved by Employer’s ChairpersonEnron's Office of the Chairman. 1.5. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, Enron's General Counsel may be all that is necessary to enable Employer Employer, Enron, or its their affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer Employer, Enron, or its their 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure Employer's termination of the terms employment relationship solely because Employee violates this Section 1.5 shall be an Involuntary Termination, and subject to the provisions of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentSection 3.5 hereof.

Employment and Duties. 1.1 Contingent upon the closing of the sale of approximately 95% ownership interest of DEG by Halliburton Company to the Investor Group, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Beginning as of the Effective Date, Employee initially shall be employed in as the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities President Xxxxx Division of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 pertaining to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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, Employer's Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions, (each a "DEG Entity", or collectively, the "DEG Entities"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the DEG Entities 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 DEG Entity during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity fidelity, and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other DEG Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesDEG Entity, 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 its affiliatesany DEG Entity, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved without first obtaining approval in accordance with Employer's policies and procedures. 1.6 Nothing contained herein shall be construed to preclude the transfer of Employee's employment to another DEG 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 Chairperson. 's rights hereunder shall be assigned to, such Subsequent Employer and Employee recognize that it is impossible the defined term "Employer" as used herein shall thereafter be deemed amended to provide an exhaustive list mean such Subsequent Employer. Except as otherwise provided above, all of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary actionAgreement, including without limitation, termination 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, beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as President of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 or Employer may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerHalliburton or any of its affiliated subsidiaries and divisions, including Employer (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate the Halliburton Entities 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 during the Term without the approval of the Audit Committee of Halliburton's Board of Directors in accordance with Halliburton's policies and procedures regarding such service. Employee shall be permitted to retain any compensation received for Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts that activity which might involve such a possible conflict of interest that has not been approved by Employer’s Chairperson. Employer without first obtaining approval in accordance with Halliburton's policies and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interestprocedures.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on in Exhibit “A” A to this Agreement (the “"Term”), ") subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on in Exhibit “A.” A to this Agreement. Employer may subsequently assign Employee to a different position or modify Employee’s 's duties and responsibilities; provided howeverresponsibilities consistent with the Employee's existing duties, in the event responsibilities and level of authority. Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate assign this Agreement pursuant and Employee's employment to Article 3 belowany of its affiliates. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests of Employer, or requires any significant portion of Employee’s 's business time. . Notwithstanding anything herein to the contrary it is acknowledged and agreed that the Employee may hold positions as director, officer or employee of Capital House A Finance and Investment Corporation and any corporation associated therewith; provided, that such activities do not impair the performance by Employee of his duties hereunder or otherwise interfere with Employee's compliance with his obligations set forth in the preceding sentence. 225 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 last date of the Initial Term as set forth on Exhibit “"A” " or the last day of the one-year term for which the Term of this Agreement shall have been automatically renewed pursuant to the "Renewal" provision as set forth on Exhibit "A" (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, A in the event Employer substantially reduces the duties or responsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowCompany's headquarters location. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 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 and its Enterprises or other entitiesEmployer. 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 known to Employee to be contrary to the interests of Employer, or requires any significant portion of Employee’s 's business time. 1.4 In connection with Employee’s 's employment by Employer, Employer shall endeavor to provide Employee access to such confidential information pertaining to the business and services of Employer as is appropriate for Employee’s 's employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those of Employer’s 's clients and potential clients that are appropriate for Employee’s 's employment responsibilities. 1.5 Employee acknowledges and agrees that that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s 's business and interests, to do no act which Employee knows or should know would injure Employer’s 's business, its interests, or its reputation, and to refrain from using for Employee’s 's own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee he learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s his own benefit or the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that were entrusted to Employee during the employment relationship or that Employee he learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee he shall not knowingly take any action that which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entitiesaffiliates, 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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” 's Chairman any facts that which might involve such a conflict of interest that has not been approved by Employer’s Chairperson's Chairman. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that which constitute a “"conflict of interest.” " Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, 's Chairman may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s 's determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 set forth on Exhibit “A” of termination of Employee's employment pursuant to the provisions of Article 3 (the “"Term”"), subject to the terms and conditions of this Agreement. 1.2 1.2. Beginning as of the Effective Date, Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities as Vice President--Human Resources of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. 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 to such position positions as reasonably determined by Employer, as well as such additional or different duties and services appropriate to such position 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 Halliburton may establish from time to time, including, without limitation, the Halliburton Company Code of Business Conduct (the "Code of Business Conduct"). 1.3 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 and its Enterprises or other entitiesEmployer. 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 interests interest of EmployerEmployer or any of its affiliated subsidiaries and divisions (collectively, the "Halliburton Entities" or, individually, a "Halliburton Entity"), or requires any significant portion of Employee’s 's business time. 1.4 In connection . 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 Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of Employer as is appropriate 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 during the Term 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 Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those approved service on any unaffiliated corporation's board of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitiesdirectors. 1.5 1.5. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer’s business and interests, the other Halliburton Entities and to do no act which would would, directly or indirectly, injure Employer’s any such entity's business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 Employer, or any of its Enterprises or other entitiesHalliburton Entity, 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 its affiliatesthe Halliburton Entities, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” not engage in any facts activity that might involve such a possible conflict of interest that has not been approved by Employer’s Chairperson. Employer without first obtaining approval in accordance with Halliburton's policies and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interestprocedures.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination 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 October __, 1997 and continuing until throughout the date set forth on Exhibit “A” Term (the “Term”)as defined below) of this Agreement, subject to the terms and conditions of this Agreement. 1.2 1.2. Employee initially shall be employed in the position set forth on Exhibit “A.” Employer may subsequently assign Employee to a different position or modify Employee’s duties and responsibilities; provided however, in the event Employer substantially reduces the duties or responsibilities serve as "President -- Howaxx Xxxup" of Employee, Employee may elect to terminate this Agreement pursuant to Article 3 belowEmployer. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee’s 's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. 1.3 1.3. 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 and its Enterprises or other entitiesEmployer. 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 interests of EmployerEmployer or any of its subsidiaries or affiliates, or requires any significant portion of Employee’s 's business time. 1.4 In connection ; provided, however, that Employee may engage in passive personal investments that do not conflict with Employee’s employment by Employer, Employer shall endeavor to provide Employee access to such information pertaining to the business and services affairs of the Employer as is appropriate for or any of its subsidiaries or affiliates or interfere with Employee’s employment responsibilities. Employer also shall endeavor to provide to Employee the opportunity to develop business relationships with those 's performance of Employer’s clients and potential clients that are appropriate for Employee’s employment responsibilitieshis or her duties hereunder. 1.5 1.4. Employee acknowledges and agrees that at all times during the employment relationship Employee owes a fiduciary duties to Employer, including but not limited to the fiduciary duties duty of the highest loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of its subsidiaries or affiliates and to do no act which would injure the Employerbusiness, to interests, or reputation of Employer or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full disclosure to Employer of all information that pertains to Employer’s business and interests, to do no act which would injure Employer’s business, its interests, or its reputation, and to refrain from using for Employee’s own benefit or for the benefit of others any information or opportunities pertaining to Employer’s 's business or interests that are entrusted to Employee or that Employee learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for Employee’s own benefit or the benefit of others any information or opportunities pertaining to Employer’s business or interests that were entrusted to Employee during the employment relationship or that Employee learned while employed by Employer. Employee agrees that while employed by Employer and thereafter Employee shall not knowingly take any action that interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties. 1.6 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 of its Enterprises or other entities, involves a possible conflict of interest. In keeping with Employee’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 its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, same herein referred to as “Chairperson” any facts that might involve such a conflict of interest that has not been approved by Employer’s Chairperson. Employer and Employee recognize that it is impossible to provide an exhaustive list of actions or interests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize there are many borderline situations. In some instances, full disclosure of facts by the Employee to Employer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be all that is necessary to enable Employer or its affiliates to protect its interests. In others, if no improper motivation appears to exist and the interests of Employer or its 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. Employer and Employee agree that Employer’s determination as to whether a conflict of interest exists shall be conclusive. Employer reserves the right to take such action as, in its judgment, will end the conflict. 1.7 Employee understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Employee shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than as required by law. Employee acknowledges and understands that disclosure appropriate for Employee's own benefit business opportunities concerning the subject matter of the terms of this Agreement constitutes a material breach of this Agreement and could subject Employee to disciplinary action, including without limitation, termination of employmentfiduciary relationship.