RESTRICTED STOCK AGREEMENT
EXHIBIT
99.3
Grant
Date: Grant
Date
Grantee
(“Employee”):
«First_Name» «MI» «Last_Name»
Aggregate
Number of Shares Subject to
Award: «Number_Restricted_Shares»
Restriction
Period 5
year restriction period
This
RESTRICTED STOCK
AGREEMENT (“Agreement”) is made as of Grant Date, between HALLIBURTON COMPANY, a
Delaware corporation (the “Company”), and «First_Name» «MI» «Last_Name»
(“Employee”).
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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”) the aggregate
number of shares subject to award set forth above (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. Except as defined herein,
capitalized terms shall have the same meanings ascribed to them under the
Plan.
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 (i) normal
retirement on or after age sixty-five, (ii) death or (iii) disability as
determined by the Company or employing subsidiary, or except as otherwise
provided in the last sentence of subparagraph (b) of this 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 20%
Second
Anniversary of the
date
of this
Agreement 20%
Third
Anniversary of the
date
of this
Agreement 20%
Fourth
Anniversary of the
date
of this
Agreement 20%
Fifth
Anniversary of the
date
of this
Agreement 20%
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), or (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. 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. The
Restricted Shares shall be represented by a stock certificate or book entry
transaction registered 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 a new certificate or
certificates to be issued without legend or a book entry transaction registered
in the name of Employee for the shares upon which Forfeiture Restrictions
lapsed. 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.
(d) Compliance
with Law. Employee understands
that the laws of the country in which he/she is working at the time of grant or
lapse of Forfeiture Restrictions of the Restricted Stock or at the subsequent
sale of shares of Stock granted to Employee under this Award (including any
rules or regulations governing securities, foreign exchange, tax, labor or other
matters) may subject Employee to additional procedural or regulatory
requirements he/she is solely responsible for and will have to independently
fulfill in relation to ownership or sale of such shares.
(e) Value of
Stock. Employee further understands and agrees that the
Company and any related company are neither responsible for any foreign exchange
fluctuations between Employee’s local currency and the United States Dollar that
may affect the value of Stock nor liable for any decrease in the value of
Stock.
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, FICA or other applicable tax purposes,
then in accordance with the Company’s Business Practice, Employee shall deliver
to the Company at the time of such receipt or lapse, as the case may be, such
amount of 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 hereby authorized by Employee 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.
Nothing contained in this Agreement is
intended to constitute or create a contract of employment, nor shall it
constitute or create the right to remain associated with or in the employ of the
Company or a related company for any particular period of time. This
Agreement shall not interfere in any way with the Company or a related company’s
right to terminate Employee’s employment at any time. Furthermore,
this Agreement, the Plan, and any other Plan documents are not part of
Employee’s employment contract, if any, and do not guarantee either Employee’s
right to receive any future grants under such Agreement or Plan or the inclusion
of the value of any grants in the calculation of severance payments, if any,
upon termination of employment.
6. Data
Privacy. In order to perform its obligations under the Plan or
for the implementation and administration of such Plan, the Company may collect,
transfer, use, process, or hold certain personal or sensitive data about
Employee. Such data includes, but is not limited to Employee’s name,
nationality, citizenship, work authorization, date of birth, age, government or
tax identification number, passport number, brokerage account information,
address, compensation and equity award history, and beneficiaries’ contact
information. Employee explicitly consents to the collection, transfer
(including to third parties in Employee’s home country or the United States or
other countries, such as but not limited to human resources personnel, legal and
tax advisors, and brokerage administrators), use, processing, and holding,
electronically or otherwise, of his/her personal information in connection with
this or any other equity award. At all times, the Company shall
maintain the confidentiality of Employee’s personal information, except to the
extent the Company is required to provide such information to governmental
agencies or other parties; such actions will be undertaken by the Company only
in accordance with applicable law.
7. Mode of
Communications. Employee
agrees, to the fullest extent permitted by law, in lieu of receiving documents
in paper format, to accept electronic delivery of any documents that the Company
or related company may deliver in connection with this grant and any other
grants offered by the Company, including prospectuses, grant notifications,
account statements, annual or quarterly reports, and other
communications. Electronic delivery of a document may be made via the
Company’s email system or by reference to a location on the Company’s intranet
or website.
To the extent Employee has been
provided with a copy of this Agreement, the Plan, or any other documents
relating to this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
8. 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.
9. 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.
10. Governing
Law and Forum. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas without regard to
principles of conflict of laws, except to the extent that it implicates matters
which are the subject of the General Corporation Law of the State of Delaware,
which matters shall be governed by the latter law. For purposes of
resolving any dispute that may arise directly or indirectly from this Agreement,
the parties hereby agree that any such dispute that cannot be resolved by the
parties shall be submitted for resolution through the Halliburton Dispute
Resolution Program, which Program’s last step is final and binding
arbitration.
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11.
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Other
Terms. The provisions of this Agreement are severable and if any
one or more of the provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and
enforceable.
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IN WITNESS
WHEREOF, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized 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
I
HEREBY AGREE TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH IN THIS
RESTRICTED STOCK AGREEMENT DATED <<Grant Date>>.
<Acceptance
Date>
