EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement"), including the
attached Exhibits "A" and "B", is entered into by and between Halliburton
Company, a Delaware corporation having offices at 3600 Lincoln Plaza, 000 X.
Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000-0000 ("Employer"), and Xxxxxxx X. Xxxxxxxx, an
individual currently residing at 0000 Xxxxxxx, Xxxxxx, Xxxxx 00000 ("Employee"),
to be effective on the later of the date of execution of this Agreement by the
parties hereto or the effective date of the merger between Halliburton N.C.,
Inc. and Dresser Industries, Inc. (the "Merger") pursuant to the terms of that
certain Agreement and Plan of Merger (the "Merger Agreement") by and among
Employer, Halliburton N.C., Inc. and Dresser Industries, Inc. ("Dresser") dated
February 25, 1998 (the "Effective Date").
WITNESSETH:
WHEREAS, Employer is desirous of employing Employee pursuant to the
terms and conditions and for the consideration set forth in this Agreement, and
Employee is desirous of entering the employ of Employer pursuant to such terms
and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer and Employee agree as
follows:
ARTICLE 1: 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
January 31, 2000 (the "Term"), subject to the terms and conditions of
this Agreement.
1.2 Beginning on the Effective Date, Employee shall be employed as Chairman
of the Board of Directors of Employer. 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. As of the Effective Date, Employee shall be elected as a
member of 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, including, without limitation, the
Halliburton Company Code of Business Conduct.
1.3 Employee shall, during the period of Employee's employment by Employer,
devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that
interferes with Employee's performance of Employee's duties hereunder,
is contrary to the interests of Employer, or requires any significant
portion of Employee's business time. The foregoing notwithstanding, the
parties recognize and agree that Employee may engage in passive
personal investments and other business activities which do not
conflict with the business and affairs of the 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, so long as 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 interlocking directorships
and the meeting times of such boards of directors do not conflict with
the meeting times of Employer'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 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 Employee acknowledges and agrees that Employee owes a fiduciary duty of
loyalty, fidelity and allegiance to act at all times in the best
interests of the Employer and to do no act which would intentionally
injure Employer's business, its interests, or its reputation. It is
agreed that any direct or indirect interest in, connection with, or
benefit from any outside activities, particularly commercial
activities, which interest might in any way adversely affect Employer,
or any of its affiliates, involves a possible conflict of interest. In
keeping with Employee's fiduciary duties to Employer, Employee agrees
that Employee shall not knowingly become involved in a conflict of
interest with Employer, 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 Board
of Directors any facts which might involve a possible conflict of
interest.
1.5 Effective as of the Effective Date, Employer and Employee shall enter
into an Indemnification Agreement containing the terms and conditions
set forth in Exhibit A attached to, and forming a part of, this
Agreement.
ARTICLE 2: COMPENSATION AND BENEFITS
2.1 Employee's base salary during the Term shall be payable at the rate of
not less than $925,000.00 per annum which shall be paid in accordance
with the Employer's standard payroll practice for its executives.
Employee's base salary may be increased from time to time during the
Term in a manner similar to that used to establish the base salary of
other members of the Executive Committee of Employer, with the approval
of the Compensation Committee of Employer's Board of Directors. Such
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increased base salary shall become the minimum base salary under this
Agreement and may not be decreased during the Term.
2.2 Employee shall be entitled to receive the bonus earned under the
Dresser 1998 Executive Incentive Compensation Plan (the "Xxxxxxx XXX
Plan") for its fiscal year ended October 31, 1998, based upon the
actual level of attainment of Dresser's established performance targets
for the period ended October 31, 1998 or, if the actual level of
performance cannot be determined, a reasonable estimate thereof,
provided he remains employed by the Employer during the entirety of
such period. Such bonus shall be payable by Dresser in a single lump
sum payment as soon as practicable following October 31, 1998. For the
period November 1, 1998 through December 31, 1998, Employee shall be
entitled to a bonus in an amount determined as follows: (i) Employee's
base salary shall be multiplied by the same percentage of base salary
as used in the calculation of Employee's bonus earned under the Xxxxxxx
XXX Plan for the period ended October 31, 1998 and (ii) the product
thereof shall be multiplied by two-twelfths (2/12). Beginning January
1, 1999 and for the remainder of the Term, Employee shall participate
in Employer's Annual Performance Pay Plan, or any successor annual
incentive plan approved by the Compensation Committee of Employer's
Board of Directors (the "CVA Plan"); provided, however, that if the
bonus amount earned by Employee for any plan year during the Term is
less than the average of bonus amounts earned by Employee under the
Xxxxxxx XXX Plan or the predecessor annual incentive plan for the
fiscal years ended October 31, 1997 and 1998 (the "Average Dresser
Bonus"), Employer shall pay to Employee an additional cash bonus equal
to the difference. For plan year 2000, the CVA Plan bonus earned shall
be prorated through the last day of the Term and the Average Dresser
Bonus shall likewise be prorated through such period for the purpose of
determining whether or not an additional bonus is payable.
2.3 During the Term, Employee shall participate in the Halliburton Company
1993 Stock and Long-Term Incentive Plan, or any successor stock-related
plan adopted by Employer's Board of Directors, in the same grant cycle
for awards under such plan as the other members of Employer's Executive
Committee.
2.4. Employer shall, as of the effective time of the Merger, adopt Dresser's
Supplemental Executive Retirement Plan, with such amendments thereto as
may be necessary or appropriate to reflect the Merger and the
applicable provisions of Section 7.09 of the Merger Agreement, and
Employee shall continue to participate in such plan in accordance with
its terms, as such may be revised.
2.5 From and after the Effective Date, Employer shall pay, or reimburse
Employee, for all ordinary, reasonable and necessary expenses which
Employee incurs in performing his duties under this Agreement
including, but not limited to, travel, entertainment, professional dues
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and subscriptions, and all dues, fees and expenses associated with
membership in various professional, business and civic associations and
societies of which Employee's participation is in the best interest of
Employer.
2.6 While employed by Employer, Employee shall be allowed to participate,
on the same basis generally as other executive employees of Employer,
in all general employee benefit plans and programs, including
improvements or modifications of the same, which on the Effective Date
or thereafter are made available by Employer to all or substantially
all of Employer's executive employees. Such benefits, plans, and
programs may include, without limitation, medical, health, and dental
care, life insurance, disability protection, and qualified and
non-qualified retirement plans. Except as specifically provided herein,
nothing in this Agreement is to be construed or interpreted to increase
or alter in any way the rights, participation, coverage, or benefits
under such benefit plans or programs than provided to executive
employees pursuant to the terms and conditions of such benefit plans
and programs.
2.7 Except for the programs and/or plans provided in Sections 2.1, 2.2 and
2.9 herein, Employer shall not by reason of this Article 2 be obligated
to institute, maintain, or refrain from changing, amending, or
discontinuing, any incentive compensation or employee benefit program
or plan, so long as such actions are similarly applicable to covered
employees generally.
2.8 Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes
as may be required pursuant to any law or governmental regulation or
ruling.
2.9 Employer has assumed certain obligations with respect to certain plans
and programs of Dresser pursuant to Section 7.09 of the Merger
Agreement. With respect to Employee, such plans and programs include
the following:
a. Exhibit B hereto sets forth the Dresser stock options and
tandem restricted shares held by Employee as of May 12, 1998.
Employer acknowledges its obligations to assume the Dresser
stock options and the Dresser stock plans as, and to the
extent provided, under Section 7.09 of the Merger Agreement
and to issue upon exercise of outstanding stock options
shares of Employer common stock on a one-to-one ratio
(adjusted pursuant to Section 3.01(a) of the Merger
Agreement, if applicable) in accordance with the terms of
the Dresser stock plans and the underlying stock option
agreements. As of the Effective Date, Employee shall
continue to be entitled to all his stock option and tandem
restricted share rights under outstanding stock options held
by Employee prior to the Effective Date.
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b. Employee has 93,374 stock units in Dresser's Deferred
Compensation Plan, and Employer hereby recognizes its
obligation to perform and pay out such compensation pursuant
to the terms of such plan.
c. Employee is a participant in Dresser's Performance Stock Unit
Program for the four (4) year cycles FY 1994 - 1997 and FY
1996 - 1999. Employer hereby recognizes its obligation to pay
and perform under such plan pursuant to its terms with such
reasonable estimates of the earnings and equity of Dresser for
the latter cycle as may be necessitated by the Merger.
Employer recognizes that the performance target for the FY
1996-1999 cycle of such plan is average Return on Equity of
15% or greater.
d. Employee is a participant in Dresser's Executive Life
Insurance Program. Employer acknowledges its obligations to
maintain such program for the benefit of Employee.
e. Employee is a participant in Dresser's Supplemental Executive
Retirement Plan. Employer hereby acknowledges its obligations
under Section 2.4 hereof and its obligations under Section
7.09 of the Merger Agreement to maintain such plan with
respect to Employee with the offset under such plan to take
into account any employer provided retirement benefits under
any plans or programs of Employer or any of its subsidiaries.
f. Employee is a participant in Dresser's Retirement Saving Plan
and as such receives "pension equalizer" contributions under
such plan. Employer hereby acknowledges its obligations to
Employee to maintain such "pension equalizer" contributions to
such plan, the related nonqualified savings plan or a
successor plan that will provide at least the same level of
benefits as the "pension equalizer" arrangement after taking
into account any retirement benefits provided to Employee by
any plans or programs of the Employer or any of its
subsidiaries.
g. Employee is eligible for Dresser's Retiree Medical Benefit
Plan and Employer hereby acknowledges its obligations to
maintain such plan for the benefit of Employee, except to the
extent that any modifications thereto are consistent with
changes in the medical plans provided by Employer and its
subsidiaries for similarly situated active employees.
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2.10 Employee shall be eligible to participate in the Halliburton Elective
Deferral Plan of Employer.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND
EFFECTS OF SUCH TERMINATION:
3.1 Employee's employment with Employer shall be terminated (i) upon the
death of Employee, (ii) upon Employee's permanent disability (permanent
disability being defined as Employee's physical or mental incapacity to
perform his usual duties as an employee with such condition likely to
remain continuously and permanently); provided, however, that in the
event of such permanent disability, Employee's employment and full
compensation and benefits shall be continued hereunder until the end of
the Term, with Employee's compensation during such period being reduced
by any Employer-financed disability benefits, (iii) at any time during
the Term by Employer upon notice to Employee or by Employee upon sixty
(60) days' notice to Employer for any or no reason.
3.2 If Employee's employment is terminated by reason of a "Voluntary
Termination" (as hereinafter defined), the death of Employee, permanent
disability of Employee (as defined in Section 3.1) or by the Employer
for "Cause" (as hereinafter defined), all future compensation to which
Employee is otherwise entitled and all future benefits for which
Employee is eligible shall cease and terminate as of the date of
termination, except as specifically provided in this Section 3.2 and in
Section 3.1(ii). Employee, or his estate in the case of Employee's
death, shall be entitled to pro rata base salary through the date of
such termination and shall be entitled to any individual bonuses or
individual incentive compensation not yet paid but payable under
Employer's plans for years prior to the year of Employee's termination
of employment, but shall not be entitled to any bonus or incentive
compensation for the year in which Employee's employment is terminated
or any other payments or benefits by or on behalf of Employer except
for those which may be payable pursuant to the terms of Dresser's or
Employer's employee benefit plans (as hereinafter defined), stock,
stock option, incentive compensation or deferred compensation plans or
the applicable agreements underlying such plans. For purposes of this
Section 3.2, a "Voluntary Termination" of the employment relationship
by Employee prior to expiration of the Term shall be a termination of
employment in the sole discretion of and at the election of Employee,
other than (i) a termination of Employee's employment because of a
material breach by Employer of any material provision of this Agreement
which remains uncorrected for thirty (30) days following written notice
of such breach by Employee to Employer or (ii) a termination of
Employee's employment within six (6) months of a material reduction in
Employee's rank or responsibility with Employer. For purposes of this
Section 3.2, the term "Cause" shall mean any of (i) Employee's gross
negligence or willful misconduct in the performance of the duties and
services required of Employee pursuant to this Agreement; (ii)
Employee's final conviction of a felony; or (iii) Employee's material
breach of any material provision of this Agreement which remains
uncorrected for thirty (30) days following written notice to Employee
by Employer of such breach.
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3.3 If Employee's employment is terminated for any reason other than as
described in the first sentence of Section 3.2 above during the Term,
Employee shall nevertheless continue to receive his full compensation
(base salary and bonus) and benefits under this Agreement for the
duration of the Term. The amounts paid pursuant to this Section 3.3 to
Employee shall be in consideration of Employee's continuing
obligations hereunder after such termination (including, without
limitation, Employee's non-competition obligations). Employee shall
not be under any duty or obligation to seek or accept other employment
following a termination of employment pursuant to which payments under
this Section 3.3 are owing and the amounts due Employee pursuant to
this Section 3.3 shall not be reduced or suspended if Employee accepts
subsequent employment or earns any amounts as a self-employed
individual. If Employee should die while receiving compensation and
benefits pursuant to this Section 3.3, such compensation and benefits
shall be prorated through the date of his death and paid to his
estate, but all future compensation and benefits shall cease and
terminate as of the date of Employee's death except for those which
may be payable pursuant to the terms of Dresser's or Employer's
employee benefit plans (as hereinafter defined), stock, stock option,
incentive compensation or deferred compensation plans or the
applicable agreements underlying such plans. Employee's rights under
this Section 3.3 are Employee's sole and exclusive rights against the
Employer or its affiliates and the Employer's sole and exclusive
liability to Employee under this Agreement, in contract, tort or
otherwise, for the termination of his employment relationship with
Employer. Employee covenants not to xxx or lodge any claim, demand or
cause of action against Employer based upon Employee's termination of
employment for any monies other than those specified in this Section
3.3. If Employee breaches this covenant, Employer shall be entitled to
recover from Employee all sums expended by Employer (including costs
and attorneys' fees), in connection with such suit, claim, demand or
cause of action. Nothing contained in this Section 3.3 shall be
construed to be a waiver by Employee of any benefits accrued for or
due Employee under any employee benefit plan (as such term is defined
in the Employees' Retirement Income Security Act of 1974, as amended)
or any of the benefits, plans or programs provided for in Section 2.09
hereof maintained by Dresser or Employer except that Employee shall
not be entitled to any severance benefits pursuant to any severance
plan or program of Employer.
3.4 It is expressly acknowledged and agreed that the decision as to
whether "Cause" exists for termination of the employment relationship
by the Employer and whether and as of what date Employee has become
permanently disabled is delegated to the Board of Directors of
Employer for determination. If Employee disagrees with the decision
reached by Employer, the dispute will be limited to whether the Board
of Directors of Employer reached this decision in good faith.
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3.5 Termination of the employment relationship does not terminate those
obligations imposed by this Agreement which are continuing
obligations, including, without limitation, Employee's obligations
under Articles 4 and 5.
ARTICLE 4: OWNERSHIP AND PROTECTION OF INTELLECTUAL
PROPERTY AND CONFIDENTIAL INFORMATION
4.1 All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made,
developed or acquired by Employee, individually or in conjunction with
others, during Employee's employment by Employer (whether during
business hours or otherwise and whether on Employer's premises or
otherwise) which relate to Employer's business, products or services
(including, without limitation, all such information relating to
corporate opportunities, research, financial and sales data, pricing
and trading terms, evaluations, opinions, interpretations, acquisition
prospects, the identity of customers or their requirements, the
identity of key contacts within the customer's organizations or within
the organization of acquisition prospects, or marketing and
merchandising techniques, prospective names, and marks), and all
writings or materials of any type embodying any of such items, shall
be disclosed to Employer and are and shall be the sole and exclusive
property of Employer.
4.2 Employee acknowledges that the businesses of Employer and its
affiliates are highly competitive and that their strategies, methods,
books, records, and documents, their technical information concerning
their products, equipment, services, and processes, procurement
procedures and pricing techniques, the names of and other information
(such as credit and financial data) concerning their customers and
business affiliates, all comprise confidential business information
and trade secrets which are valuable, special, and unique assets which
Employer, or its affiliates use in their business to obtain a
competitive advantage over their competitors. Employee further
acknowledges that protection of such confidential business information
and trade secrets against unauthorized disclosure and use is of
critical importance to Employer and its affiliates in maintaining
their competitive position. Employee hereby agrees that Employee will
not, at any time during or after his employment by Employer, make any
unauthorized disclosure of any confidential business information or
trade secrets of Employer, or its affiliates, or make any use thereof,
except in the carrying out of his employment responsibilities
hereunder. The above notwithstanding, a disclosure shall not be
unauthorized if (i) it is required by law or by a court of competent
jurisdiction or (ii) it is in connection with any judicial or other
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legal proceeding in which Employee's legal rights and obligations as
an employee or under this Agreement are at issue; provided, however,
that Employee shall, to the extent practicable and lawful in any such
events, give prior notice to Employer of his intent to disclose any
such confidential business information in such context so as to allow
Employer an opportunity (which Employee will not oppose) to obtain
such protective orders or similar relief with respect thereto as it
may deem appropriate.
4.3 All written materials, records, and other documents made by, or coming
into the possession of, Employee during the period of Employee's
employment by Employer which contain or disclose confidential business
information or trade secrets of Employer, or its affiliates shall be
and remain the property of Employer, or its affiliates, as the case
may be. Upon termination of Employee's employment by Employer, for any
reason, Employee promptly shall deliver the same, and all copies
thereof, to Employer.
ARTICLE 5: POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS
5.1 As part of the consideration for the compensation and benefits to be
paid to Employee hereunder, and as an additional incentive for
Employer to enter into this Agreement, Employer and Employee agree to
the non-competition provisions of this Article 5. Employee agrees that
during the period of Employee's non-competition obligations hereunder,
Employee will not, directly or indirectly for Employee or for others,
in any geographic area or market where Employer or any of their
affiliated companies are conducting any business (other than de
minimis business operations) as of the date of termination of the
employment relationship or have during the previous twelve (12) months
conducted any business (other than de minimis business operations):
(i) engage in any business directly competitive with any business
(other than de minimis business operations) conducted by
Employer or any of Employer's affiliates:
(ii) render advice or services to, or otherwise assist, any other
person, association, or entity who is engaged, directly or
indirectly, in any business directly competitive with any
business (other than de minimis business operations)
conducted by Employer or any of Employer's affiliates; or
(iii) induce any employee of Employer or any of its affiliates
(other than Employee's personal secretary or administrative
assistant) to terminate his employment with Employer, or its
affiliates, or hire or assist in the hiring of any such
induced employee by any person, association, or entity not
affiliated with Employer.
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These non-competition obligations shall extend until one (1) year
after termination of the employment relationship between Employer and
Employee. The above notwithstanding, nothing in this Section 5.1 shall
prohibit Employee from engaging in or being employed by any entity
that engages in the provision of management consulting or other
consulting services to third parties, even where such entity on
occasion renders advice or services to, or otherwise assists, any
other person, association, or entity who is engaged, directly or
indirectly, in any business directly competitive with any business
conducted by Employer or any of Employer's affiliates, so long as
Employee does not personally, directly or indirectly (i) participate
in rendering such advice, services or assistance to any such competing
person, association or entity, (ii) provide any information or other
assistance to any other person employed by Employee or by any such
consulting entity for use, directly or indirectly, in rendering such
assistance to any competing person, association or entity or (iii)
engage in any conduct which would be violative of the provisions of
Article 4 hereof.
5.2 Employee understands that the foregoing restrictions may limit his
ability to engage in certain businesses anywhere in the world during
the period provided for above, but acknowledges that Employee will
receive sufficiently high remuneration and other benefits under this
Agreement to justify such restriction. Employee acknowledges that
money damages would not be sufficient remedy for any breach of this
Article 5 by Employee, and agrees that Employer, on its own behalf or
on behalf of any of its affiliates, shall be entitled to specific
performance and injunctive relief as remedies for such breach or any
threatened breach. Such remedies shall not be deemed the exclusive
remedies for a breach of this Article 5, but shall be in addition to
all remedies available at law or in equity to Employer, including,
without limitation, the recovery of damages from Employee and his
agents involved in such breach.
5.3 It is expressly understood and agreed that Employer and Employee
consider the restrictions contained in this Article 5 to be reasonable
and necessary to protect the proprietary information and/or goodwill
of Employer and its affiliates. Nevertheless, if any of the aforesaid
restrictions are found by a court having jurisdiction to be
unreasonable, or overly broad as to geographic area or time, or
otherwise unenforceable, the parties intend for the restrictions
therein set forth to be modified by such courts so as to be reasonable
and enforceable and, as so modified by the court, to be fully
enforced.
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ARTICLE 6: MISCELLANEOUS
6.1 For purposes of this Agreement, (i) the terms "affiliates" or
affiliated" means an entity who directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common
control with Employer or in which Employer has a 50% or more equity
interest, and (ii) any action or omission permitted to be taken or
omitted by Employer hereunder shall only be taken or omitted by
Employer upon the express authority of the Board of Directors of
Employer or of any Committee of the Board to which authority over such
matters may have been delegated.
6.2 For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have
been duly given when received by or tendered to Employee or Employer,
as applicable, by prepaid courier or by United States registered or
certified mail, return receipt requested, postage prepaid, addressed
as follows:
If to Employer, Halliburton Company at its corporate
headquarters to the attention of the General Counsel of
Halliburton Company.
If to Employee, to his last known personal residence.
6.3 This Agreement shall be governed in all respects by the laws of the
State of Texas, without regard to any conflict-of-law rule or
principle, unless preempted by federal law, in which case federal law
shall govern.
6.4 No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
6.5 It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application
thereof to any person, association, or entity or circumstances shall,
to any extent, be construed to be invalid or unenforceable in whole or
in part, then such term, provision, covenant, or remedy shall be
construed in a manner so as to permit its enforceability under the
applicable law to the fullest extent permitted by law. In any case,
the remaining provisions of this Agreement or the application thereof
to any person, association, or entity or circumstances other than
those to which they have been held invalid or unenforceable, shall
remain in full force and effect.
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6.6 This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may
hereafter acquire or succeed to all or substantially all of the
business or assets of Employer by any means whether direct or
indirect, by purchase, merger, consolidation, or otherwise. Employee's
rights and obligations under this Agreement are personal and such
rights, benefits, and obligations of Employee shall not be voluntarily
or involuntarily assigned, alienated, or transferred, whether by
operation of law or otherwise, without the prior written consent of
Employer, other than in the case of death or incompetence of Employee.
6.7 This Agreement replaces and merges any previous agreements and
discussions pertaining to the subject matter covered herein. Further,
this Agreement specifically replaces and terminates that certain
Employee Severance Agreement between Employee and Dresser dated
February 25, 1998. This Agreement constitutes the entire agreement of
the parties with regard to such subject matter, and contains all of
the covenants, promises, representations, warranties, and agreements
between the parties with respect to such subject matter. Each party to
this Agreement acknowledges that no representation, inducement,
promise, or agreement, oral or written, has been made by either party
with respect to such subject matter, which is not embodied herein, and
that no agreement, statement, or promise relating to the employment of
Employee by Employer that is not contained in this Agreement shall be
valid or binding. Any modification of this Agreement will be effective
only if it is in writing and signed by each party whose rights
hereunder are affected thereby, provided that any such modification
must be authorized or approved by the Board of Directors of Employer.
IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement at Dallas, Texas in multiple originals to be effective on the
Effective Date.
HALLIBURTON COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
EMPLOYEE
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Date: 13 May 1998
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Exhibit A To
Executive Employment Agreement
By and Between Xxxxxxx X. Xxxxxxxx and
Halliburton Company
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made this day of , 1998, by and between Halliburton
Company, a Delaware corporation, (the "Company") and Xxxxxxx X. Xxxxxxxx (the
"Indemnitee").
A. The Indemnitee has been requested to serve, or is presently serving,
as a Director and/or an officer of the Company. The Company desires
the Indemnitee to serve or to continue to serve in such capacity.
The Company believes that the Indemnitee's undertaking or
continued undertaking of such responsibilities is important to
the Company and that the protection afforded by this Agreement will
enhance the Indemnitee's ability to discharge such responsibilities
under existing circumstances. The Indemnitee is willing, subject to
certain conditions including, without limitation, the execution and
performance of this Agreement by the Company and the Company's
agreement to provide the Indemnitee at all times the broadest and most
favorable (to Indemnitee) indemnification permitted by applicable law
(whether by legislative action or judicial decision), to serve or to
continue to serve in that capacity.
B. In addition to the indemnification to which the Indemnitee is entitled
under the Restated Certificate of Incorporation of the Company (the
"Charter") or the By-laws, as amended, of the Company (the "By-laws"),
the Company has purchased and currently maintains insurance protecting
its officers and directors and certain other persons (including the
Indemnitee) against certain losses arising out of actual or threatened
actions, suits or proceedings to which such persons may be made or
threatened to be made parties ("D&O Insurance").
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises hereinafter set forth, the reliance of the Indemnitee hereon in
continuing to serve the Company in his present capacity and in undertaking to
serve the Company in any additional capacity or capacities, the Company and
the Indemnitee agree as follows:
1. Indemnification - General. The Company shall indemnify and advance
Expenses (as hereinafter defined) to Indemnitee to the fullest extent,
and only to the extent, permitted by applicable law in effect on the
date hereof and to such greater extent as applicable law may
thereafter from time to time permit. The rights of Indemnitee provided
under the preceding sentence shall include, but shall not be limited
to, the rights set forth in the other Sections of this Agreement.
1
Although there can be no assurance as to the continuation or renewal
of the D&O Insurance or that any such D&O Insurance will provide
coverage for losses to which the Indemnitee may be exposed, the
Company will use commercially reasonable efforts, taking into
consideration availability of D&O Insurance in the marketplace, to
continue D&O Insurance in effect at current levels for the duration of
Indemnitee's service and for six (6) years thereafter.
2. Proceedings Other than Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the indemnification rights provided
in this Section 2 if, by reason of his Corporate Status (as
hereinafter defined), he is, or is threatened to be made, a party to,
or otherwise incurs Expenses in connection with, any threatened,
pending or completed Proceeding (as hereinafter defined), other than a
Proceeding by or in the right of the Company. Pursuant to this
Section 2, Indemnitee shall be indemnified against Expenses,
judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with
such Proceeding or any claim issue or matter therein, if he acted
in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Company, and, with
respect to any criminal Proceeding, had no reasonable cause to believe
his conduct was unlawful.
3. Proceedings by or in the Right of the Company. Indemnitee shall be
entitled to the indemnification rights provided in this Section 3, if,
by reason of his Corporate Status, he is, or is threatened to be made,
a party to, or otherwise incurs Expenses in connection with, any
threatened, pending or completed Proceeding brought by or in the right
of the Company to procure a judgment in its favor. Pursuant to this
Section 3, Indemnitee shall be indemnified against Expenses actually
and reasonably incurred by him or on his behalf in connection with
such Proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Company. Notwithstanding the forgoing, no indemnification against
such Expenses shall be made in respect of any claim, issue or matter
in such Proceeding as to which Indemnitee shall have been adjudged to
be liable to the Company if applicable law prohibits such
indemnification; provided, however, that, if applicable law so
permits, indemnification against Expenses shall nevertheless be made
by the Company despite such adjudication of liability, if and only to
the extent that the Court of Chancery of the State of Delaware, or
the court in which such Proceeding shall have been brought or is
pending, shall determine.
2
4. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of his Corporate Status, a
party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is
successful on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully
resolved claim, issue or matter. For the purposes of this Section 4
and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.
5. Contribution. In the event that the indemnity contained in Sections 2,
3 or 4 of this Agreement is unavailable or insufficient to hold
Indemnitee harmless in a Proceeding described therein, then in
accordance with the non-exclusivity provisions of the Delaware General
Corporation Law and the Charter and By-laws, and separate from and in
addition to, the indemnity provided elsewhere herein, the Company
shall contribute to Expenses, judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by or on behalf of
Indemnitee in connection with such Proceeding or any claim, issue or
matter therein, in such proportion as appropriately reflects the
relative benefits received by, and fault of, the Company on the one
hand and Indemnitee on the other in the acts, transactions or matters
to which the Proceeding relates and other equitable considerations.
6. Procedure for Determination of Entitlement to Indemnification
(a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including such
documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to indemnification.
The determination of Indemnitee's entitlement to indemnification
shall be made not later than 90 days after receipt by the Company
of the written request for indemnification. The Secretary of the
Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that
Indemnitee has requested indemnification.
(b) Indemnitee's entitlement to indemnification under any of Sections
2, 3, 4 and 5 of this Agreement shall be determined in the
specific case: (i) by the Board of Directors by a majority vote
of a quorum of the Board consisting of Disinterested Directors
3
(as hereinafter defined); (ii) by Independent Counsel (as
hereinafter defined), in a written opinion if a quorum of
the Board of Directors consisting of Disinterested Directors
is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs; or (iii) by the stockholders
of the Company. If, with regard to Section 5 of this Agreement,
such a determination is not permitted by law or if a quorum of
Disinterested Directors so directs, such determination shall be
made by the Chancery Court of the State of Delaware or the court
in which the Proceeding giving rise to the claim for
indemnification is brought.
(c) In the event that the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 6(b) of this Agreement, the Independent Counsel shall
be selected as provided in this Section 6(c). The Independent
Counsel shall be selected by the Board of Directors, and the
Company shall give written notice to Indemnitee advising him
of the identity of the Independent Counsel so selected.
Indemnitee may, within 7 days after receipt of such written
notice of selection shall have been given, deliver to the Company
a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of "Independent Counsel"
as defined in Section 13 of this Agreement, and the objection
shall set forth with particularity the factual basis of such
assertion. If such written objection is made, the Independent
Counsel so selected shall be disqualified from acting as such.
If, within 20 days after submission by Indemnitee of a written
request for indemnification pursuant to Section 6(a) of this
Agreement, no Independent Counsel shall have been selected, or if
selected shall have been objected to, in accordance with this
Section 6(c), either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware for the appointment as
Independent Counsel of a person selected by such court or by such
other person as such court shall designate, and the person so
appointed shall act as Independent Counsel under Section 6(b) of
this Agreement, and the Company shall pay all reasonable fees and
expenses incident to the procedures of this Section 6(c),
regardless of the manner in whic h such Independent Counsel was
selected or appointed.
7. Advancement of Expenses. The Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within 20 days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or
advances from time to time, whether prior to or after final
disposition of such Proceeding. Indemnitee shall, and hereby
undertakes to, repay any Expenses advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against
such Expenses.
4
8. Presumptions and Effect of Certain Proceedings. The termination of any
proceeding described in any of Sections 2, 3 or 4 of this Agreement,
or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in
good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company or, with respect to
any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful.
9. Term of Agreement. All agreements and obligations of the Company
contained herein shall commence as of the time the Indemnitee
commenced to serve as a director, officer, employee or agent of the
Company (or commenced to serve at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise) and shall continue for so long as Indemnitee shall so
serve or shall be, or could become, subject to any possible Proceeding
in respect of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder.
10. Notification and Defense of Claim. Promptly after receipt by
Indemnitee of notice of the commencement of any Proceeding, Indemnitee
will, if a claim in respect thereof is to be made against the Company
under this Agreement, notify the Company of the commencement thereof;
but the omission to notify the Company will not relieve it from any
liability which it may have to Indemnitee otherwise than under this
Agreement. With respect to any such Proceeding as to which Indemnitee
notifies the Company of the commencement thereof:
(a) The Company will be entitled to participate therein at its own
expense.
(b) Except as otherwise provided below, to the extent that it may
wish, the Company jointly with any other indemnifying party
similarly notified will be entitled to assume the defense
thereof, with counsel satisfactory to Indemnitee. After notice
from the Company to Indemnitee of its election so to assume
the defense thereof, the Company will not be liable to Indemnitee
under this Agreement for any legal or other Expenses subsequently
incurred by Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise
provided below. Indemnitee shall have the right to employ its
5
counsel in such Proceeding but the fees and Expenses of such
counsel incurred after notice from the Company of its assumption
of the defense thereof shall be at the expense of
Indemnitee unless (i) the employment of counsel by Indemnitee has
been authorized by the Company, or (ii) Indemnitee shall have
reasonably concluded that there may be a conflict of interest
between the Company and Indemnitee in the conduct of the defense
of such Proceeding, or (iii) the Company shall not in fact have
employed counsel to assume the defense of such Proceeding, in
each of which cases the fees and Expenses of counsel shall be
at the expense of the Company. The Company shall not be
entitled to assume the defense of any Proceeding brought by or
on behalf of the Company or as to which Indemnitee shall have
made the conclusion provided for in (ii) above.
(c) The Company shall not be liable to indemnify Indemnitee under
this Agreement for any amounts paid in settlement of any
Proceeding or claim effected without its written consent. The
Company shall not settle any Proceeding or claim in any
manner which would impose any penalty or limitation on
Indemnitee without Indemnitee's written consent. Neither the
Company nor Indemnitee will unreasonably withhold their
consent to any proposed settlement.
11. Enforcement
(a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it
hereby in order to induce Indemnitee to serve or continue to
serve as a director and/or officer of the Company, and
acknowledges that Indemnitee is relying upon this Agreement
in serving or continuing to serve in such capacity.
(b) In the event Indemnitee is required to bring any action to
enforce rights or to collect moneys due under this Agreement
and is successful in such action, the Company shall reimburse
Indemnitee for all of Indemnitee's reasonable fees and
Expenses in bringing and pursuing such action.
12. Non-Exclusivity of Rights. The rights of indemnification and to
receive advancement of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at
any time be entitled under applicable law, the Charter, the By-laws,
any agreement, a vote of stockholders or a resolution of directors, or
otherwise.
6
13. Definitions. For purposes of this Agreement:
(a) "Corporate Status" describes the status of a person who is or
was a director, officer, employee, agent or fiduciary of the
Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the request of the
Company.
(b) "Disinterested Director" means a director of the Company who
is not and was not at any time a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.
(c) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing
and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or Expenses of the
types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend or investigating
a Proceeding.
(d) "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any
matter material to either such party or (ii) any other party to
the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have
a conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee's rights under
this Agreement.
(e) "Proceeding" includes any action, suit, arbitration,
alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil,
criminal, administrative or investigative.
14. Severability. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that
if any provision hereof shall be held to be invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect
the validity or enforceability of the other provisions hereof.
7
15. Governing Law; Binding Effect; Amendment and Termination.
(a) THIS AGREEMENT SHALL BE INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICT-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER TO THE
LAWS OF ANOTHER STATE OR COUNTRY.
(b) This Agreement shall be binding upon Indemnitee and upon the
Company, its successors and assigns, and shall inure to the
benefit of Indemnitee, his heirs, personal representatives
and assigns and to the benefit of the Company, its successors
and assigns.
(c) No amendment, modification, termination or cancellation of
this Agreement shall be effective unless in writing by the
parties.
The parties have executed this Agreement as of the day and year first
above written.
HALLIBURTON COMPANY
By:
-----------------------------------
Xxxxxxx X. Xxxxxx
Chief Executive Officer
By:
-----------------------------------
Xxxxxxx X. Xxxxxxxx
Indemnitee
8
AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment dated as of September 29, 1998 ("Amendment") amends that
certain Executive Employment Agreement ("Agreement") entered into by and between
Halliburton Company ("Employer") and Xxxxxxx X. Xxxxxxxx ("Employee").
Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Agreement.
1. Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"1.1 The term of the Agreement is from the Effective Date
through January 31, 2000 (the "Term"). Employer agrees to
employ Employee, and Employee agrees to be employed by
Employer, subject to the terms and conditions of the
Agreement; provided, however, that from the Effective Date
through December 31, 1998, Employee shall remain an employee
of Dresser while performing his duties hereunder."
2. Section 2.3 of the Agreement is hereby amended by adding the
following sentence to the end of such Section:
"As of the Effective Date, Employer shall grant to Employee
under such Plan 50,000 shares of Employer's common stock
subject to the restriction and other terms and conditions set
forth in Exhibit C attached hereto."
3. No amendment, change or supplement of or to the Agreement is
intended hereby except for those expressly set forth herein and, as so expressly
amended, changed and supplemented, such Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, Employee and Employer have duly executed this
Amendment in multiple originals to be effective on the Effective Date.
HALLIBURTON COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
EMPLOYEE
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
Exhibit C to
Executive Employment Agreement
By and Between Xxxxxxx X. Xxxxxxxx
and Halliburton Company
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the ___ day of _________, 1998, between
HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and Xxxxxxx X.
Xxxxxxxx ("Employee").
1. Award.
(a) Shares. Pursuant to the Halliburton Company 1993 Stock and
Long-Term Incentive Plan (the "Plan"), and the Executive Employment Agreement by
and between the Company and Employee, 50,000 shares (the "Restricted Shares") of
the Company's common stock, par value $2.50 per share ("Stock"), shall be issued
as hereinafter provided in Employee's name subject to certain restrictions
thereon.
(b) Issuance of Restricted Shares. The Restricted Shares
shall be issued upon acceptance hereof by Employee and upon satisfaction of the
conditions of this Agreement.
(c) Plan Incorporated. Employee acknowledges receipt of a copy
of the Plan, and agrees that this award of Restricted Shares shall be subject to
all of the terms and conditions set forth in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement.
2. Restricted Shares. Employee hereby accepts the Restricted
Shares when issued and agrees with respect thereto as follows:
(a) Forfeiture Restrictions. The Restricted Shares may not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of to the extent then subject to the Forfeiture
Restrictions (as hereinafter defined), and in the event of termination of
Employee's employment with the Company or employing subsidiary for any reason
other than as provided in the last two sentences of subparagraph (b) of this
1
Paragraph 2, Employee shall, for no consideration, forfeit to the Company all
Restricted Shares to the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of employment are herein
referred to as "Forfeiture Restrictions." The Forfeiture Restrictions shall be
binding upon and enforceable against any transferee of Restricted Shares.
(b) Lapse of Forfeiture Restrictions. The Forfeiture
Restrictions shall lapse as to the Restricted Shares in accordance with the
following schedule provided that Employee has been continuously employed by the
Company from the date of this Agreement through the lapse date:
Percentage of Total
Number of Restricted Shares
as to Which Forfeiture
Lapse Date Restrictions Lapse
---------- ----------------------------
First Anniversary of the
date of this Agreement 10%
Second Anniversary of the
date of this Agreement 10%
Third Anniversary of the
date of this Agreement 10%
Fourth Anniversary of the
date of this Agreement 10%
Fifth Anniversary of the
date of this Agreement 10%
Sixth Anniversary of the
date of this Agreement 10%
Seventh Anniversary of the
date of this Agreement 10%
Eighth Anniversary of the
date of this Agreement 10%
2
Ninth Anniversary of the
date of this Agreement 10%
Tenth Anniversary of the
date of this Agreement 10%
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all
of the Restricted Shares on the earlier of (i) the occurrence of a Corporate
Change (as such term is defined in the Plan), (ii) the date Employee's
employment with the Company is terminated by reason of death, disability (as
determined by the Company or employing subsidiary) or normal retirement on or
after age sixty-five or (iii) the date on which Employee shall become entitled
to the severance benefits set forth in Section 3.3 of that certain Executive
Employment Agreement by and between Employee and the Company. In the event
Employee's employment is terminated for any other reason, including retirement
prior to age sixty-five with the approval of the Company or employing
subsidiary, the Committee which administers the Plan (the "Committee") or its
delegate, as appropriate, may, in the Committee's or such delegate's sole
discretion, approve the lapse of Forfeiture Restrictions as to any or all
Restricted Shares still subject to such restrictions, such lapse to be effective
on the date of such approval or Employee's termination date, if later.
(c) Certificates. A certificate evidencing the Restricted
Shares shall be issued by the Company in Employee's name, or at the option of
the Company, in the name of a nominee of the Company, pursuant to which Employee
shall have voting rights and shall be entitled to receive all dividends unless
and until the Restricted Shares are forfeited pursuant to the provisions of this
Agreement. The certificate shall bear a legend evidencing the nature of the
Restricted Shares, and the Company may cause the certificate to be delivered
upon issuance to the Secretary of the Company or to such other depository as may
be designated by the Company as a depository for safekeeping until the
forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of
the Plan and this award. Upon request of the Committee or its delegate, Employee
shall deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of
the Forfeiture Restrictions without forfeiture, the Company shall cause the
shares upon which Forfeiture Restrictions lapsed to be credited to a book-entry
account in Employee's name under the Company's direct registration system,
provided that a physical stock certificate representing such shares will be
issued upon request by Employee. Notwithstanding any other provisions of this
Agreement, the issuance or delivery of any shares of Stock (whether subject to
restrictions or unrestricted) may be postponed for such period as may be
required to comply with applicable requirements of any national securities
exchange or any requirements under any law or regulation applicable to the
issuance or delivery of such shares. The Company shall not be obligated to issue
or deliver any shares of Stock if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of any
governmental authority or any national securities exchange.
3
3. Withholding of Tax. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in income to Employee
for federal or state income tax purposes, Employee shall deliver to the Company
at the time of such receipt or lapse, as the case may be, such amount of money
or shares of unrestricted Stock as the Company may require to meet its
withholding obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income.
4. Status of Stock. Employee agrees that the Restricted Shares will not
be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable federal or state securities laws. Employee also
agrees (i) that the certificates representing the Restricted Shares may bear
such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to
register the transfer of the Restricted Shares on the stock transfer records of
the Company if such proposed transfer would be in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Restricted Shares.
5. Employment Relationship. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, any successor corporation or a parent
or subsidiary corporation (as defined in section 424 of the Code) of the Company
or any successor corporation. Any question as to whether and when there has been
a termination of such employment, and the cause of such termination, shall be
determined by the Committee, or its delegate, as appropriate, and its
determination shall be final.
6. Committee's Powers. No provision contained in this Agreement shall
in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority vested
in the Committee or, to the extent delegated, in its delegate pursuant to the
terms of the Plan or resolutions adopted in furtherance of the Plan, including,
without limitation, the right to make certain determinations and elections with
respect to the Restricted Shares.
7. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Employee.
4
8. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Employee has executed this
Agreement, all as of the date first above written.
HALLIBURTON COMPANY
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
----------------------------------
Xxxxxxx X. Xxxxxxxx
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Please Check Appropriate Item (One of the boxes must be checked):
+), I do not desire the alternative tax treatment provided for
.)- in the Internal Revenue Code Section 83(b).
+),* I do desire the alternative tax treatment provided for in
.)- Internal Revenue Code Section 83(b) and desire that forms
for such purpose be forwarded to me.
* I acknowledge that the Company has suggested that before this block is
checked that I check with a tax consultant of my choice.
Please furnish the following information for shareholder records:
------------------------------------ ------------------------
(Given name and initial must be used Social Security Number
for stock registry) (if applicable)
------------------------------------ ------------------------
Birth Date
Month/Day/Year
---------------------------- ------------------------
Name of Employer
---------------------------- ------------------------
Address (Zip Code) Day phone number
United States Citizen: Yes___ No___
PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.
6
