EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.31
This
Executive Employment Agreement ("Agreement") is entered into by and between
KBR Technical Services, Inc. ("Employer") and Xxxxxxx X. Xxx ("Employee"),
as of
March 15, 2006 (the "Effective Date").
WITNESSETH:
WHEREAS,
the Employer wishes to secure the services of Employee subject to the
contractual terms and conditions set forth herein; and
WHEREAS,
Employee is willing to enter into this Agreement upon the terms and conditions
and for the consideration set forth herein.
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 the date of termination
of Employee's employment pursuant to the provisions of Article 3 (the "Term"),
subject to the terms and conditions of this Agreement.
1.2 Beginning
as of the Effective Date, Employee shall be employed as president and chief
executive officer of KBR Holdings LLC. Employee agrees to serve in the assigned
position or in such other similar executive capacities as may be requested
from
time to time by Employer and to perform diligently and to the best of Employee's
abilities the duties and services appertaining to such positions as reasonably
determined by Employer, as well as such additional or different duties and
services appropriate to such positions which Employee from time to time may
be
reasonably directed to perform by Employer.
1.3 Employee
shall at all times comply with and be subject to such policies and procedures
as
Halliburton Company ("Halliburton") or Employer may establish from time to
time,
including, without limitation, the Halliburton Company Code of Business Conduct
(the "Code of Business Conduct").
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1.4 Employee
shall, during the period of Employee's employment by Employer, devote Employee's
full business time, energy, and best efforts to the business and affairs of
Employer. 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 interest of Halliburton,
Employer, KBR Holdings LLC or any direct or indirect parent company of KBR
Holdings LLC or any of their affiliated subsidiaries and divisions
(collectively, the "Halliburton Entities" or, individually, a "Halliburton
Entity"), 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 Halliburton Entities or
interfere with Employee's performance of his duties hereunder. Employee may
not
serve on the board of directors of any entity other than a Halliburton Entity
during the Term without the approval thereof in accordance with Halliburton's
policies and procedures regarding such service. Employee may retain compensation
received for approved service on any unaffiliated corporation's board of
directors to the extent permitted under applicable Halliburton policies and
procedures.
1.5 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
the
other Halliburton Entities and to do no act which would, directly or indirectly,
injure any such entity's business, interests, or 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 Halliburton Entity, 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 the Halliburton Entities, or upon discovery
thereof, allow such a conflict to continue. Moreover, Employee shall not engage
in any activity which might involve a possible conflict of interest without
first obtaining approval in accordance with Halliburton's policies and
procedures.
1.6 Nothing
contained herein shall be construed to preclude the transfer of Employee's
employment to another Halliburton Entity ("Subsequent Employer") as of, or
at
any time after, the Effective Date and no such transfer shall be deemed to
be a
termination of employment for purposes of Article 3 hereof; provided, however,
that, effective with such transfer, all of Employer's obligations hereunder
shall be assumed by and be binding upon, and all of Employer's rights hereunder
shall be assigned to, such Subsequent Employer and the defined term "Employer"
as used herein shall thereafter be deemed amended to mean such Subsequent
Employer. Except as otherwise provided above, all of the terms and conditions
of
this Agreement, including without limitation, Employee's rights and obligations,
shall remain in full force and effect following such transfer of
employment.
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ARTICLE
2
COMPENSATION
AND
BENEFITS
2.1 Base
Salary.
Employee's base salary during the Term shall be not less than $625,000 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 with the approval of the Compensation Committee of Halliburton's Board
of Directors (the "Compensation Committee") or its delegate, as applicable.
Any
increased base salary shall become the minimum base salary under this Agreement
and may not be decreased thereafter without the written consent of Employee.
Furthermore, it is the intent of the Employer that upon the occurrence of the
IPO (as defined below) the committee to whom such authority has been granted
by
the board of directors of the public company that is formed pursuant to such
IPO
will review Employee's total compensation package to determine, in its sole
discretion, whether an adjustment to Employee's total compensation package
is
appropriate.
2.2 Signing
Bonuses.
As soon
as administratively practicable following the Effective Date, Employee shall
be
paid a signing bonus in the amount of $75,000. In addition, effective upon
the
earlier to occur of (i) the closing date (the "Closing Date") of the first
registered underwritten public offering of KBR Holdings LLC or a direct or
indirect parent of KBR Holdings LLC, which is completed after the Effective
Date
(the "IPO"), or (ii) January 1, 2007, Employee shall be entitled to a one-time
cash bonus in the amount of $225,000, provided that Employee remains
continuously employed with the Employer or Halliburton through such
date.
2.3 Restricted
Shares.
As of
the Effective Date, the Employer shall grant to Employee 15,000 restricted
shares of Halliburton common stock (the "Restricted Shares") pursuant to the
Halliburton Company 1993 Stock and Incentive Plan (the "1993 Plan"). The
Restricted Shares shall contain forfeiture restrictions that shall lapse ratably
over five years such that twenty percent (20%) of the Restricted Shares shall
become vested on each of the first five anniversaries of the Effective Date,
subject to Employee's continuous employment with the Employer or other
Halliburton Entity through the applicable vesting date. The Restricted Shares
will be awarded subject to the terms and conditions specified in a restricted
stock award agreement.
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2.4 Participation
in Annual Performance Pay Plan.
Beginning on the Effective Date and for the remainder of the Term, Employee
shall participate in the Halliburton Annual Performance Pay Plan (the
"Performance Plan"), or, any successor annual incentive plan approved by the
Compensation Committee; provided, however, that all determinations relating
to
Employee's participation, including, without limitation, those relating to
the
performance goals applicable to Employee and Employee's level of participation
and payout opportunity, shall be made in the sole discretion of the person
or
committee to whom such authority has been granted pursuant to such plan's terms.
For the 2006 plan year, Employee will be afforded a reward opportunity of (a)
not less than sixty-five percent (65%) of his base salary if the plan level
performance objectives are achieved or (b) not less than one hundred and thirty
percent (130%) of his base salary if the challenge level performance objectives
are achieved, in accordance with the terms and conditions of the Performance
Plan. Employee's reward under the Performance Plan, if any, shall be prorated
based upon that portion of the plan year during which he was an active
participant. Notwithstanding the foregoing, Employee's participation in the
Performance Plan shall terminate as of the date on which the compensation
committee of KBR Holdings LLC or a direct or indirect parent of KBR Holdings
LLC
adopts an annual performance pay plan that is substantially similar to the
Performance Plan.
2.5 IPO
Restricted Shares.
If
Employee is employed on the Closing Date, and contingent upon the occurrence
of
such IPO, Employee shall receive, as of, or as soon as administratively
practicable after, the Closing Date, a number of restricted shares of the same
class of shares purchased by the public in the IPO (the "Public Shares") equal
to the quotient obtained by dividing $2.2 million by the price to the public
of
the Public Shares sold in the IPO on the Closing Date (the "IPO Restricted
Shares"). The IPO Restricted Shares shall contain forfeiture restrictions that
shall lapse ratably over five years such that twenty percent (20%) of the IPO
Restricted Shares shall become vested on each of the first five anniversaries
of
the Closing Date, subject to Employee's continuous employment with the Employer
or Halliburton through the applicable vesting date. The IPO Restricted Shares
shall be awarded under the applicable equity-based plan and subject to a
restricted stock award agreement and such other terms to be established by
the
person or committee to whom such authority has been granted pursuant to such
plan, which terms shall be consistent with the foregoing.
2.6 Delay
of IPO Beyond 2006.
If
Halliburton's Board of Directors has determined there is a significant
probability that the Closing Date of the IPO will not occur prior to March
31,
2007, Employee shall be eligible to receive awards under the 1993 Plan or any
successor equity-based plan, adopted by Halliburton's Board of Directors on
the
same basis generally as the chief operating officer and the chief financial
officer of Halliburton would receive for 2007 and annually thereafter; provided,
however, that the foregoing shall not be construed as a guarantee with respect
to the type, amount or frequency of such awards, if any, such decisions being
solely within the discretion of the Compensation Committee or its delegate,
as
applicable, and further provided that any awards contemplated under this Section
2.6 shall cease upon the occurrence of the IPO.
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2.7 Nonoccurrence
of IPO.
If the
Halliburton Board of Directors determines not to proceed with the IPO, then
Employee shall be entitled to receive an award or awards under such other
Halliburton equity-based plan or plans, as determined in the sole discretion
of
the Compensation Committee or its delegate, as applicable, having a fair market
value (as determined in the sole discretion of the Compensation Committee,
or
its delegate) equal to $2.2 million as of the date of grant of such award or
awards (the "Replacement Equity Award"). Such Replacement Equity Award shall
be
granted in lieu of and not in addition to the IPO Restricted Shares described
in
Section 2.5 herein and shall be subject to such vesting requirements as shall
be
prescribed by the Compensation Committee, or its delegate, in its sole
discretion.
2.8 Expense
Reimbursement.
During
the Term, Employer shall pay or reimburse Employee for all actual, reasonable
and customary expenses incurred by Employee in the course of his employment;
including, but not limited to, travel, entertainment, subscriptions and dues
associated with Employee's membership in professional, business and civic
organizations; provided that such expenses are incurred and accounted for in
accordance with Employer's applicable policies and procedures.
2.9 Welfare
Benefits and Retirement Plans.
While
employed by Employer, Employee shall be allowed to participate, on the same
basis generally as other similarly situated 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 or Halliburton to all or substantially all of Employer's
similarly situated 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 from those provided to
similarly situated executive employees pursuant to the terms and conditions
of
such benefit plans and programs.
2.10 No
Amendment of Employee Benefit Plans.
Neither
Halliburton nor Employer shall by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending or discontinuing, any
incentive compensation, employee benefit or stock or stock option program or
plan, so long as such actions are similarly applicable to covered employees
generally. This Section 2.10 is not intended to abrogate any of Employer's
obligations described in Sections 2.3, 2.4, 2.5, 2.6 or 2.7.
2.11 Tax
Withholding.
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.
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ARTICLE
3
TERMINATION
OF EMPLOYMENT 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 Retirement (as defined below), (iii) upon Employee's
Permanent Disability (as defined below), or (iv) at any time by Employer upon
notice to Employee, or by Employee upon thirty (30) days' notice to Employer,
for any or no reason.
3.2 If
Employee's employment is terminated by reason of any of the following
circumstances, Employee shall not be entitled to receive the benefits set forth
in Section 3.3 hereof:
(i) Death.
(ii) Retirement.
"Retirement" shall mean either (a) Employee's retirement at or after normal
retirement age (either voluntarily or pursuant to Halliburton's retirement
policy) or (b) the voluntary termination of Employee's employment by Employee
in
accordance with Employer's early retirement policy for other than Good Reason
(as defined below).
(iii) Permanent
Disability.
"Permanent Disability" shall mean Employee's physical or mental incapacity
to
perform his usual duties with such condition likely to remain continuously
and
permanently as determined in good faith by the Compensation Committee, or its
delegate.
(iv) Voluntary
Termination.
"Voluntary Termination" shall mean a termination of employment in the sole
discretion and at the election of Employee for other than Good Reason. "Good
Reason" shall mean (a) a termination of employment by Employee because of a
material breach by Employer of any material provision of this Agreement which
remains uncorrected for thirty (30) days following notice of such breach by
Employee to Employer, provided such termination occurs within sixty (60) days
after the expiration of the notice period or (b) a termination of employment
by
Employee within six (6) months after a material reduction in Employee's rank
or
responsibility with Employer.
(v) Termination
for Cause.
Termination of Employee's employment by Employer for Cause. "Cause" shall mean
any of the following: (a) Employee's gross negligence or willful misconduct
in
the performance of the duties and services required of Employee pursuant to
this
Agreement, (b) Employee's final conviction of a felony, (c) a material violation
of the Code of Business Conduct or (d) Employee's material breach of any
material provision of this Agreement which remains uncorrected for thirty (30)
days following notice of such breach to Employee by Employer. Determination
as
to whether or not Cause exists for termination of Employee's employment will
be
reasonably made by the Compensation Committee, or its delegate, in good
faith.
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In
the
event Employee's employment is terminated under any of the foregoing
circumstances, 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. 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 annual incentive compensation not yet paid but earned
and payable under Employer's or Halliburton's annual incentive plans for the
year prior to the year of Employee's termination of employment, but shall not
be
entitled to any annual incentive compensation for the year in which he
terminates employment or any other payments or benefits by or on behalf of
Employer except for those which may be payable pursuant to the terms of
Employer's or Halliburton's employee benefit plans (as defined in Section 3.4),
stock, stock option or incentive plans, or the applicable agreements underlying
such plans.
3.3 If
Employee's employment is terminated by Employee for Good Reason or by Employer
for any reason other than as set forth in Section 3.2 above, Employee shall
be
entitled to each of the following, subject to the provisions of Section
3.4:
(i) To
the
extent not otherwise specifically provided in any underlying restricted stock
agreements, Halliburton, at its option and in its sole discretion, shall either
(a) cause all shares of Halliburton common stock previously granted to Employee
under the 1993 Plan, and any similar plan adopted by Halliburton in the future,
which at the date of termination of employment are subject to restrictions
to be
forfeited, in which case, Employer will pay Employee a lump sum cash payment
equal to the value of the restricted shares (based on the closing price of
Halliburton common stock on the New York Stock Exchange on the date of
termination of employment); or (b) cause the forfeiture restrictions with
respect to the restricted shares to lapse and such shares shall be retained
by
Employee.
(ii) Employer
shall pay to Employee a severance benefit consisting of a single lump sum cash
payment equal to two years' of Employee's base salary as in effect at the date
of Employee's termination of employment. Such severance benefit shall be paid
no
later than sixty (60) days following Employee's termination of
employment.
(iii) Employee
shall be entitled to any individual incentive compensation earned under the
Performance Plan, or any successor annual incentive plan approved by the
Compensation Committee, for the year of Employee's termination of employment
determined as if Employee had remained employed by the Employer for the entire
year. Such amounts shall be paid to Employee at the time that such amounts
are
paid to similarly situated employees.
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3.4 The
severance benefits paid to Employee pursuant to Section 3.3 shall be in
consideration of Employee's continuing obligations hereunder after such
termination, including, without limitation, Employee's obligations under Article
4. Further, as a condition to the receipt of such severance benefits, Employer
shall require Employee to first execute a release, in the form established
by
Employer, releasing Employer and all other Halliburton Entities, and their
officers, directors, employees, and agents, from any and all claims and from
any
and all causes of action of any kind or character, including, but not limited
to, all claims and causes of action arising out of Employee's employment with
Employer and any other Halliburton Entities or the termination of such
employment. The performance of Employer's obligations under Section 3.3 and
the
receipt of the severance benefits provided thereunder by Employee shall
constitute full settlement of all such claims and causes of action. Employee
shall not be under any duty or obligation to seek or accept other employment
following a termination of employment pursuant to which severance benefits
under
Section 3.3 are owing and the amounts due Employee pursuant to Section 3.3
shall
not be reduced or suspended if Employee accepts subsequent employment or earns
any amounts as a self-employed individual. Employee's rights under Section
3.3
are Employee's sole and exclusive rights against the Employer and the other
Halliburton Entities and the Employer's and the other Halliburton Entities'
sole
and exclusive liability to Employee under this Agreement, in contract, tort
or
otherwise, for the termination of his employment relationship with Employer.
Employee agrees that all disputes relating to Employee's termination of
employment, including, without limitation, any dispute as to "Cause" or
"Voluntary Termination" and any claims or demands against Employer or
Halliburton based upon Employee's employment for any monies other than those
specified in Section 3.3, shall be resolved through the Halliburton Dispute
Resolution Plan as provided in Section 5.6 hereof; provided, however, that
decisions as to whether "Cause" exists for termination of the employment
relationship with Employee and whether and as of what date Employee has become
permanently disabled are delegated to the Compensation Committee, or its
delegate, for determination and any dispute of Employee with any such decision
shall be limited to whether the Compensation Committee, or its delegate, reached
such decision in good faith. Nothing contained in this Article 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) maintained by Employer
or
other Halliburton Entities except that Employee shall not be entitled to any
severance benefits pursuant to any severance plan or program of the Employer
or
other Halliburton Entities.
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 Article 4.
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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 or any of its affiliates (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to the business,
products or services of Employer or its affiliates (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 correspondence,
memoranda, notes, records, data or information, analyses, or other documents
(including, without limitation, any computer-generated, computer-stored or
electronically-stored materials) of any type embodying any of such items, shall
be the sole and exclusive property of Employer or its affiliates, as the case
may be.
4.2 Employee
acknowledges that the businesses of the various Halliburton Entities are highly
competitive and that they have developed and own valuable information which
is
confidential, unique and specific to the Halliburton Entities ("Proprietary
and
Confidential Information") and which includes, without limitation, financial
information; marketing plans; business and implementation plans; engineering
plans; prospect lists; technical information concerning products, equipment,
services and processes; procurement procedures and pricing techniques; names
and
other information (such as credit and financial data) concerning customers
and
business affiliates; and other trade secrets, concepts, ideas, plans,
strategies, analyses, surveys and proprietary information related to the past,
present or anticipated business of various of the Halliburton Entities. Employee
further acknowledges that protection of such Proprietary and Confidential
Information against unauthorized disclosure and use is of critical importance
to
Employer and the other Halliburton Entities in maintaining their competitive
position. Employee hereby agrees that Employee will not, at any time during
or
after his employment by Employer, disclose to others, permit to be disclosed,
use, permit to be used, copy or permit to be copied, any such Proprietary and
Confidential Information (whether or not developed by Employee and whether
or
not received as an employee) without the prior written consent of the Chief
Executive Officer of Employer. Employee further agrees to maintain in confidence
any proprietary and confidential information of third parties received or of
which he has knowledge as a result of his employment. The prohibitions of this
Section 4.2 shall not apply, however, to information in the public domain (but
only if the same becomes part of the public domain through means other than
a
disclosure prohibited 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, arbitration, dispute
resolution or other 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
Proprietary and Confidential Information in such context so as to allow Employer
or its affiliates an opportunity (which Employee will not oppose) to obtain
such
protective orders or similar relief with respect thereto as may be deemed
appropriate.
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4.3 All
written materials, records, data and information, analyses, and other documents
(including, without limitation, any computer-generated, computer-stored or
electronically-stored data and other materials), and all copies thereof, made,
composed or received by Employee, solely or jointly with others, and which
are
in Employee's possession, custody or control and which are related in any manner
to the past, present or anticipated business of any of the Halliburton Entities
(collectively, the "Company Documents") shall be and remain the property of
Employer, or its affiliates, as the case may be. Upon termination of Employee's
employment with Employer, for any reason, Employee promptly shall deliver the
Company Documents, and all copies thereof, to Employer.
4.4 For
purposes of this Article 4, "affiliates" shall mean the Halliburton Entities
and
any entity in which a Halliburton Entity has a 20% or more direct or indirect
equity interest.
ARTICLE
5
MISCELLANEOUS
5.1 Except
as
otherwise provided in Section 4.4 hereof, for purposes of this Agreement, the
terms "affiliate" or "affiliated" means Halliburton Entities and any other
entity who directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with a Halliburton Entity or in
which a Halliburton Entity has a 50% or more equity interest.
5.2 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, Halliburton or Employer, as applicable,
by
pre-paid courier or by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If
to
Employer or Halliburton, to Halliburton Company at 5 Houston Center, 0000
XxXxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, to the attention of the General
Counsel, or to such other address as Employee shall receive notice
thereof.
If
to
Employee, to his last known personal residence.
5.3 This
Agreement shall be governed by and construed and enforced, in all respects
in
accordance with the law of the State of Texas, without regard to principles
of
conflicts of law, unless preempted by federal law, in which case federal law
shall govern; provided, however, that the Halliburton Dispute Resolution Plan
and the Federal Arbitration Act shall govern in all respects with regard to
the
resolution of disputes hereunder.
5.4 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.
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5.5 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.
5.6 It
is the
mutual intention of the parties to have any dispute concerning this Agreement
resolved out of court. Accordingly, the parties agree that any such dispute
shall, as the sole and exclusive remedy, be submitted for resolution through
the
Halliburton Dispute Resolution Plan; provided, however, that the Employer,
on
its own behalf and on behalf of any of the Halliburton Entities, shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any breach or the continuation of any breach of the
provisions of Article 4 and Employee hereby consents that such restraining
order
or injunction may be granted without the necessity of the Employer posting
any
bond. The parties agree that the resolution of any such dispute through such
Plan shall be final and binding.
5.7 This
Agreement shall be binding upon and inure to the benefit of Employer, to the
extent herein provided, Halliburton 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 or Halliburton 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.
5.8 This
Agreement replaces and merges any previous agreements and discussions pertaining
to the subject matter covered herein. This Agreement constitutes the entire
agreement of the parties with regard to the terms of Employee's employment,
termination of employment and severance benefits, and contains all of the
covenants, promises, representations, warranties, and agreements between the
parties with respect to such matters. 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 the foregoing matters 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 Compensation Committee or its delegate, as appropriate.
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5.9 Employee
acknowledges that he has thoroughly researched Halliburton's and the Employer's
business prospects and has, with the assistance of legal counsel or other
advisors, reviewed Halliburton's public securities filings and is aware of
the
legal issues facing those companies. Employee acknowledges that the Employer
has
no contractual duty or commitment to Employee to complete the IPO or any other
registered underwritten public offering that is being contemplated as of the
Effective Date.
5.10 Notwithstanding
anything in this Agreement to the contrary, if any provision in this Agreement
would result in the imposition of an applicable tax under Section 409A of the
Internal Revenue Code of 1986, as amended, and related regulations and U.S.
Department of Treasury pronouncements ("Section 409A"), the parties agree that
such provision will be reformed to avoid imposition of the applicable tax and
no
action taken to comply with Section 409A shall be deemed to adversely affect
Employee's rights under this Agreement.
IN
WITNESS WHEREOF, Employer and Employee have duly executed this Agreement in
multiple originals to be effective on the Effective Date.
KBR
TECHNICAL SERVICES, INC.
By:
/s/
Xxxxxx X. Xxxx
Name:
Xxxxxx
X. Xxxx
Title:
EVP
& COO, Halliburton
Date:
February
21, 2006
EMPLOYEE
/s/
Xxxxxxx X. Xxx
Xxxxxxx
X. Xxx
Date:
February
17, 2006
