NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
EXHIBIT
99.5
NON-EMPLOYEE
DIRECTOR
AGREEMENT
made as of the _____ day of __________, 200__ between HALLIBURTON
COMPANY, a Delaware
corporation (the “Company”), and ____________________ (“Non-Employee
Director”).
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1.
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Award.
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(a) Shares. Pursuant
to the Halliburton Company Stock and Incentive Plan (the “Plan”) _________
shares of the Company’s common stock, par value $2.50 per share, shall be issued
as hereinafter provided in Non-Employee Director’s name subject to certain
restrictions thereon (the “Restricted Shares”).
(b) Issuance
of Restricted Shares. The Restricted Shares shall be issued
upon acceptance hereof by Non-Employee Director and upon satisfaction of the
conditions of this Agreement.
(c) Plan
Incorporated. Non-Employee Director 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. Non-Employee Director hereby accepts the Restricted
Shares when issued and agrees with respect thereto as follows:
(a) Forfeiture
Restrictions. 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 defined herein). The prohibition against transfers and
encumbrances of Restricted Shares while serving as a Non-Employee Director and
the obligation to forfeit and surrender Restricted Shares to the Company upon
termination of services under circumstances that do not result in a lapse of
restrictions as provided in Section 2(b) are referred to as “Forfeiture
Restrictions.” Upon termination of Board service, the Non-Employee
Director shall, for no consideration, forfeit all Restricted Shares to the
extent then subject to Forfeiture Restrictions.
(b) Lapse of
Forfeiture Restrictions. Restricted Shares shall become free
of the restrictions and shall become non-forfeitable under the earliest to occur
of the following:
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(1)
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Non-Employee
Director’s death or disability while serving as a member of the
Board;
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(2) Failure
of the Non-Employee Director to be re-elected to the Board after being duly
nominated;
(3) Retirement
from the Board pursuant to then existing Company policy for mandatory director
retirements (mandatory retirement as of the date of this Agreement is age
seventy-two);
(4) Early
retirement from the Board after four years of service; or
(5) Removal
from the Board or failure to be duly nominated for re-election to the Board, in
either event, following a Corporate Change (as defined in the
Plan).
In the event of any other termination
of Board service by Non-Employee Director, except in the case of (i) removal
from the Board or (ii) failure to be duly nominated for re-election to the Board
when Non-Employee Director has notified the Company of Non-Employee Director’s
intention to stand for re-election to the Board, in either case other than as a
result of a Corporate Change, a portion of the Restricted Shares shall become
free of restrictions and shall become non-forfeitable in accordance with the
following schedule:
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Years
of Service From Date of Each Award to Participant Under the
Plan
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Portion
Freed of Restrictions
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1
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25%
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2
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50%
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3
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75%
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4
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100%
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Notwithstanding the foregoing, the
Board of Directors may at its sole discretion, permit the lapse of restrictions
or waive the Forfeiture Restrictions.
(c) Certificates. A
certificate evidencing the Restricted Shares shall be issued by the Company in
Non-Employee Director’s name, or at the option of the Company, in the name of a
nominee of the Company, pursuant to which Non-Employee Director 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 Board or its
delegate, Non-Employee Director 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 a new certificate or
certificates to be issued without legend in the name of Non-Employee Director
for the shares upon which Forfeiture Restrictions
lapsed. Notwithstanding any other provisions of this Agreement, the
issuance or delivery of any shares of Restricted Shares (whether subject to
restrictions or unrestricted) may be postponed for such period as may be
required to comply with applicable requirements of any governmental authority or
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 Restricted Shares 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 securities
exchange.
3. Status of
Restricted Shares. The Non-Employee Director agrees that the
Company shall not be obligated to issue any Restricted Shares, at any time, when
the offering of the Restricted Shares have not been registered under the
Securities Act of 1933, as amended, (the “Act”) and pursuant to federal or state
laws or other countries rules or regulations, as the Company deems applicable or
in the opinion of legal counsel for the Company, there are no exemptions from
the registration requirements for the issuance and sale of such Restricted
Shares. The Non-Employee Director 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 or other country laws or
regulations. The Non-Employee Director 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 (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 to stop registration
of the transfer of the Restricted Shares.
4. Relationship. For
purposes of this Agreement, Non-Employee Director shall be considered to be of
service as a Director to the Company as long as Non-Employee Director remains an
active Director of the Company, or any successor corporation. Any
question as to whether and when there has been a termination of such service,
and the cause of such termination, shall be determined by the Committee
administrating the respective Plan, or its delegate, as appropriate, and its
determination shall be final.
5. 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 as set forth in the Plan 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.
6. 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
Non-Employee Director.
7. Compliance
with Law.
Notwithstanding anything to the contrary herein, the Company shall not be
obligated to issue any Restricted Shares, at any time, if the offering or
issuance of the Restricted Shares, or if acceptance of the lapse of Restricted
Shares by a Non- Employee Director, violates or is not in compliance with any
laws, rules or regulations of the United States or any state or
country.
9. 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 Non-Employee Director has executed this
Agreement, all as of the date first above written.
HALLIBURTON COMPANY
[Missing Graphic Reference]
By:
Xxxxx X.
Xxxxx
Chairman of the Board,
President
and Chief Executive
Officer
_______________________________
[Name of Director]
[Date]
[Name
of Director]
__________
Shares
Four
year vesting period
Please
verify the information below and make corrections as necessary.
DATA ON
RECORD CORRECTED
DATA
Name: ______________________________
Social
Security
#: ______________________________
Date of
Birth:
______________________________
Home
Address: ______________________________
Address
Line
2: _______________________________
Address
City, State,
Zip:
_______________________________
Address
Country:
_______________________________
Daytime
Phone
#: _______________________________
E-mail
Address: _______________________________
United
States Citizen: Yes__
No___
PLEASE
RETURN THIS AGREEMENT BY _________, 200__ TO:
XXXXXX X. XXXXXX
HALLIBURTON COMPANY
0000 XXXXXXXX, XXXXX 0000
XXXXXXX, XXXXX 00000
FAX: (000)
000-0000 (facsimile copies are acceptable)
