NONSTATUTORY STOCK OPTION AGREEMENT TERMS AND CONDITIONS
EXHIBIT
99.2
TERMS
AND CONDITIONS
Grant
Date: <<Grant
Date>>
Grantee
(“Employee”): «First_Name»
«Last_Name»
Aggregate Number of Shares Subject to
Option: «Number
of Stock_Options»
Option
Price: $«Grant_Price»
Expiration: Ten (10)
years
AGREEMENT made as of the
Xth
day of Month CCYY, between HALLIBURTON COMPANY, a
Delaware corporation (the “Company”), and <<First Name>>
<<Last Name>> (“Employee”).
To carry out the purposes of the HALLIBURTON COMPANY STOCK AND
INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to
purchase shares of common stock of the Company (“Stock”), and in
consideration of the mutual agreements and other matters set forth herein and in
the Plan, the Company and Employee hereby agree as follows:
1. Grant of
Option. The Company hereby irrevocably grants to Employee the right and
option (“Option”) to purchase all or any part of the number of shares of Stock
set forth on the preceding page at the option price indicated below, on the
terms and conditions set forth herein and in the Plan, which Plan is
incorporated herein by reference as a part of this Agreement. This Option shall
not be treated as an incentive stock option within the meaning of section 422(b)
of the Internal Revenue Code of 1986, as amended (the “Code”).
2. Option
Price. The purchase price of Stock to be paid by Employee pursuant to the
exercise of this Option shall be «Grant_Price» per share, which has been
determined to be not less than the fair market value of the Stock at the date of
grant of this Option. For all purposes of this Agreement, fair market value of
Stock shall be determined in accordance with the provisions of the
Plan.
3. Exercise
of Option. Subject to the earlier expiration of this Option as herein
provided, this Option may be exercised, by notice to the Company at its
principal executive office addressed to the attention of its Vice President and
Secretary, or to the Company’s agent administering the Plan, at any time and
from time to time after the date of grant hereof, but, except as otherwise
provided below, this Option shall not be exercisable for more than a percentage
of the aggregate number of shares of Stock offered by this Option determined by
the number of full years from the date of grant hereof to the date of such
exercise, in accordance with the following schedule:
Percentage of Stock
Number of Full
Years That May be
Purchased
Less
than 1
year 0%
1
year
33-1/3%
2
years 67%
3
years 100%
This Option is not transferable
otherwise than by will or the laws of descent and distribution or pursuant to a
“qualified domestic relations order” as defined by the Code and may be exercised
during Employee’s lifetime only by Employee, Employee’s guardian or legal
representative or a transferee under a qualified domestic relations order. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this Option or of such rights contrary to the provisions hereof or in the Plan,
or upon the levy of any attachment or similar process upon this Option or such
rights, this Option and such rights shall immediately become null and void. This
Option may be exercised only while Employee remains an employee of the Company,
subject to the following exceptions:
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(a)
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If
Employee’s employment with the Company terminates by reason of disability
(disability being defined as being physically or mentally incapable of
performing either the Employee’s usual duties as an Employee or any other
duties as an Employee that the Company reasonably makes available and such
condition is likely to remain continuously and permanently, as determined
by the Company or employing subsidiary), this Option may be exercised in
full by Employee (or Employee’s estate or the person who acquires this
Option by will or the laws of descent and distribution or otherwise by
reason of the death of Employee) at any time during the period ending on
the earlier of the Expiration Date (as defined below) or the third
anniversary of the date of Employee’s termination of
employment.
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(b)
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If
Employee dies while in the employ of the Company, Employee’s estate, or
the person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee, may exercise
this Option in full at any time during the period ending on the earlier of
the Expiration Date or the third anniversary of the date of Employee’s
death.
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(c)
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If
Employee’s employment with the Company terminates by reason of normal
retirement at or after age 65, this Option may be exercised by Employee at
any time during the period ending on the Expiration Date, but only as to
the number of shares of Stock Employee was entitled to purchase on the
date of such exercise in accordance with the schedule set forth above. In
connection with the termination of Employee’s employment with the Company
by reason of early retirement, applicable management of the Company and/or
business unit may recommend to the Committee or its delegate, as
applicable, that this Option be retained. In such event, the Committee or
its delegate, as the case may be, shall consider such recommendation and
may, in the Committee’s or such delegate’s sole discretion, approve the
retention of this Option following such early retirement, in which case
the Option may be exercised by Employee at any time during the period
ending on the Expiration Date, but only as to the number of shares of
Stock Employee was entitled to purchase on the date of such exercise in
accordance with the schedule set forth above. If, after retirement as set
forth above, Employee should die, this Option may be exercised in full by
Employee’s estate (or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
the Employee) during the period ending on the earlier of the Expiration
Date or the third anniversary of the date of Employee’s
death.
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(d)
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If
Employee’s employment with the Company terminates for any reason other
than those set forth in subparagraphs (a) through (c) above, this Option
may be exercised by Employee only during the 30 calendar days following
Employee’s termination date, (which
30-day period shall not be extended by any notice period mandated under
local law), or by Employee’s estate (or the person who acquires
this Option by will or the laws of descent and distribution or otherwise
by reason of the death of the Employee) during a period of six months
following Employee’s death if Employee dies during such 30-day period, but
in each case only as to the number of shares of Stock Employee was
entitled to purchase hereunder upon exercise of this Option as of the date
Employee’s employment so terminates. Any Options not exercised
during the applicable period shall be automatically
forfeited.
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This Option shall not be exercisable in
any event prior to the expiration of six months from the date of grant hereof or
after the expiration of ten years from the date of grant hereof (the “Expiration
Date”) notwithstanding anything hereinabove contained. The purchase price of
Stock as to which this Option is exercised shall be paid in full at the time of
exercise (a) in cash (including check, bank draft or money order payable to the
order of the Company), (b) by delivering to the Company shares of Stock having a
fair market value equal to the purchase price and which Stock, if acquired from
the Company, have been held by Employee for more than six months, or (c) by a
combination of cash or Stock. Payment may also be made by delivery (including by
facsimile transmission) to the Company of an executed irrevocable option
exercise form, coupled with irrevocable instructions to a broker-dealer
designated by the Company to simultaneously sell a sufficient number of the
shares of Stock as to which the Option is exercised and deliver directly to the
Company that portion of the sales proceeds representing the exercise price. No
fraction of a share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the purchase price thereof;
rather, Employee shall provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and
until a certificate or certificates representing such Stock shall have been
issued by the Company to Employee, Employee (or the person permitted to exercise
this Option in the event of Employee’s death) shall not be or have any of the
rights or privileges of a shareholder of the Company with respect to Stock
acquirable upon an exercise of this Option.
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 this
Option nor liable for any decrease in the value of Stock or this
Option.
4. Withholding
of Tax. To the extent that the exercise of this Option or the disposition
of shares of Stock acquired by exercise of this Option results in compensation
income to Employee for federal or state income tax purposes, Employee shall
deliver to the Company at the time of such exercise or disposition such amount
of money or shares of 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. Upon an exercise of this Option, the
Company is further authorized in its discretion to satisfy any such withholding
requirement out of any cash or shares of Stock distributable to Employee upon
such exercise.
5. Status of
Stock. The Company shall not be obligated to issue any Stock pursuant to
any Option at any time, when the offering of the Stock covered by such Option
has not been registered under the Securities Act of 1933, as amended (the “Act”)
and such other country, federal or state laws, rules or regulations as the
Company deems applicable and, in the opinion of legal counsel for the Company,
there is no exemption from the registration The Company intends to use its best
efforts to ensure that no such delay will occur. In the event exemption from
registration under the Act is available upon an exercise of this Option,
Employee (or the person permitted to exercise this Option in the event of
Employee’s death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Employee agrees that the shares of
Stock which Employee may acquire by exercising this Option will not be sold or
otherwise disposed of in any manner which would constitute a violation of any
applicable securities laws, whether federal or state. Employee also agrees (i)
that the certificates representing the shares of Stock purchased under this
Option 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 shares of Stock purchased under this
Option 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, if any, to stop registration of the
transfer of the Stock of Stock purchased under this Option.
6. 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, a Parent Corporation or Subsidiary of the
Company, or a corporation or a Parent Corporation or Subsidiary of such
corporation assuming or substituting a new option for this Option. 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 such 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.
7. 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.
8. 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 Option in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
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. Compliance
with Law. Notwithstanding anything to the contrary herein, the Company
shall not be obligated to issue any Stock pursuant to any Option, at any time,
if the offering of the Stock covered by such Option, or the exercise of an
Option by an Employee, violates or is not in compliance with any laws, rules or
regulations of the United States or any state or country.
Furthermore, Employee understands that
the laws of the country in which he/she is working at the time of grant,
vesting, and/or exercise of this Option (including any rules or regulations
governing securities, foreign exchange, tax, labor or other matters) may
restrict or prevent exercise of this Option or may subject Employee to
additional procedural or regulatory requirements he/she is solely responsible
for and will have to independently fulfill in relation to the exercise of this
Option.
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11.
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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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12. 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.
IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its officer thereunto
duly authorized, and Employee has executed this Agreement, all as of the day and
year 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, INCLUDING THE 30 DAY CONDITION SET
FORTH IN SECTION 3(d), HEREINAFTER SET FORTH IN THIS NONSTATUTORY STOCK OPTION
AGREEMENT DATED <<Grant Date>>.
<<Acceptance
Date>>
