AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO
WHEREAS, Halliburton Energy
Services, Inc. (“Employer”)
and Xxxxx Xxxxxxx Xxxx (“Employee”)
have heretofore entered into that certain Employment Agreement effective on
October 1, 1999 (the “Employment
Agreement”);
WHEREAS, certain provisions in
the Employment Agreement require amendment for compliance with Internal Revenue
Code section 409A;
NOW, THEREFORE, the Employment
Agreement shall be amended, effective as of December 31, 2008 (the “Effective
Date”), as follows:
1. Employee’s
title in Section 1.2 of the Employment Agreement shall be updated to President
Completion and Production for all purposes under such agreement.
2. The
following shall be added to the end of Section 2.3 of the Employment
Agreement: “Any reimbursement provided hereunder during one calendar
year shall not affect the amount or availability of reimbursements in another
calendar year. Any reimbursement provided hereunder shall be paid no
later than the earlier of (i) the time prescribed under Employer’s applicable
policies and procedures, or (ii) the last day of the calendar year following the
calendar year in which Employee incurred the reimbursable expense.”
3. The
following shall be substituted for the last sentence of Section 3.2(iv) of the
Employment Agreement: “‘Good Reason’ shall mean a termination of
employment by Employee because of (a) a material breach by Employer of any
material provision of this Agreement, or (b) a material reduction in Employee’s
rank or responsibility with Employer, provided that (i) Employee provides
written notice to Employer, as provided in Section 5.2 hereof, of the
circumstances Employee claims constitute ‘Good Reason’ within ninety (90)
calendar days of the first to occur of such circumstances, (ii) such breach
remains uncorrected for thirty (30) calendar days following written notice, and
(iii) Employee’s termination occurs within one hundred eighty (180) calendar
days after the date that the circumstances Employee claims constitute ‘Good
Reason’ first occurred.”
4. The
following shall be added to the end of the first lead-in sentence of Section 3.3
of the Employment Agreement: “, subject to forfeiture if Employee
fails to timely execute the release required pursuant to Section 3.4:
”.
5. The
following shall be added to the end of Section 3.3(i) of the Employment
Agreement: “Such benefit shall be paid as soon as administratively
practicable, but no later than the sixtieth (60th)
calendar day following Employee’s termination of employment.”
6. The
following shall be substituted for the last sentence of Section 3.3(iv) of the
Employment Agreement: “Such amounts shall be paid to Employee at the
time that such amounts are paid to similarly situated employees, but no later
than March 15th of the
year following the year of Employee’s termination of employment.”
7. The
following shall be added immediately following the second sentence of Section
3.4 of the Employment Agreement: “The release must be executed by
Employee within a period designated by Employer, which shall begin no earlier
than the date of Employee’s termination of employment and will end no later than
the date that is fifty (50) calendar days after the date of Employee’s
termination of employment.”
8. In
Section 3.4 of the Employment Agreement, the reference to the “Employees’
Retirement Income Security Act of 1974, as amended” shall be replaced with a
corrected reference to the “Employee Retirement Income Security Act of 1974, as
amended.”
9. In
Section 5.2 of the Employment Agreement, the notice address for Employer shall
be updated to Halliburton Company, 0000 XxXxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000, to the attention of the General Counsel.
10. The
following shall be added at the end of the Employment Agreement as new Section
5.9:
“5.9 Notwithstanding
any provision of this Agreement to the contrary, the following provisions shall
apply for purposes of complying with Section 409A of the Internal Revenue Code
and applicable Treasury authorities (“Section 409A”):
(i) If
Employee is a “specified employee,” as such term is defined in Section 409A, any
payments or benefits that are deferred compensation under Section 409A and are
payable or provided as a result of Employee’s termination of employment shall be
payable on the date that is the earlier of (a) the date that is six (6) months
and one day after Employee’s termination, (b) the date of Employee’s death, or
(c) the date that otherwise complies with the requirements of Section
409A.
(ii) It
is intended that the provisions of this Agreement satisfy the requirements of
Section 409A and that this Agreement be operated in a manner consistent with
such requirements to the extent applicable. Therefore, Employer and
Employee agree to construe the provisions of this Agreement and any deferred
compensation plan in accordance with the requirements of Section
409A.”
11. Except
as modified by this amendment, the Employment Agreement shall be ratified and
continue in full force and effect.
IN WITNESS WHEREOF, Employer
and Employee have duly executed this Amendment to Employment Agreement in
multiple originals to be effective as of the Effective Date.
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HALLIBURTON
ENERGY SERVICES, INC.
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EMPLOYEE
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By: /s/
Xxxxxxxx Xxxx
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/s/
Xxxxx Xxxxxxx Xxxx
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Name: Xxxxxxxx
Xxxx
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Xxxxx
Xxxxxxx Xxxx
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Title: EVP,
Administration & CHRO
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