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Executive Employment Agreement - Halliburton Co. and Gary V. Morris


         This Executive Employment Agreement  ('Agreement'),  is entered into by
and between Halliburton Company ('Employer'), a Delaware corporation and Gary V.
Morris,  ('Employee'),  to be effective on  September  29, 1998 (the  'Effective

                              W I T N E S S E T H:

         WHEREAS, Employee is currently employed by Employer; and

         WHEREAS,  Employer is desirous of continuing the employment of Employee
after the  Effective  Date  pursuant  to the terms  and  conditions  and for the
consideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of
continuing in the employ of Employer  pursuant to such terms and  conditions and
for such consideration.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
covenants,  and  obligations  contained  herein,  Employer and Employee agree as


         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
Executive  Vice  President  and Chief  Financial  Officer of Employer.  Employee
agrees to serve in the assigned position or in 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 Employer may establish from time to time,  including,
without limitation,  the Halliburton Company Code of Business Conduct (the 'Code
of Business Conduct').

         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  Employer  or any  of its  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 or her 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
Employer's  policies and procedures  regarding  such service.  Employee shall be
permitted  to retain  any  compensation  received  for  approved  service on any
unaffiliated corporation's board of directors.

         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 Employer'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.


         2.1. Employee's  base  salary  during  the Term  shall be not less than
$450,000  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
Employer's Board of Directors (the 'Compensation Committee') or its delegate, as
applicable.  Such  increased  base salary  shall  become the minimum base salary
under this  Agreement  and may not be decreased  thereafter  without the written
consent of Employee.

         2.2. During  the Term,  Employee shall  participate in the  Halliburton
Annual  Performance Pay 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.

         2.3  Employer shall grant to Employee  under  the  Halliburton  Company
1993  Stock and Long-Term  Incentive  Plan (the '1993 Plan')  15,000  shares  of
Employer's common stock subject to restrictions.

         2.4. During the Term,  Employer shall pay or reimburse Employee for all
actual,  reasonable and customary expenses incurred by Employee in the course of
his or her  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.

         2.5. While  employed  by  Employer,   Employee  shall   be  allowed  to
participate,  on the same  basis  generally  as  other  executive  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  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 than
provided to similarly  situated  executive  employees  pursuant to the terms and
conditions  of such  benefit  plans and  programs.  While  employed by Employer,
Employee  shall be  eligible  to  receive  awards  under  the  1993  Plan or any
successor stock-related plan adopted by Employer's Board of Directors; 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

         2.6. Except as otherwise provided in Section 2.2 hereof, Employer shall
not,  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.

         2.7. 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.



         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 Employer'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 or
                  her  usual  duties  with   such  condition  likely  to  remain
                  continuously and permanently as determined by the Compensation

         (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 made by the
                  Compensation Committee.

         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 or her 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  bonuses  or  individual  incentive
compensation  not yet paid but payable under Employer's plans for years prior to
the year of Employee's  termination of employment,  but shall not be entitled to
any bonus or incentive  compensation  for the year in which he or she 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  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:

         (i)      To  the  extent  not  otherwise  specifically  provided in any
                  underlying   restricted   stock   agreements,  all  shares  of
                  Halliburton common stock previously  granted to Employee under
                  the Halliburton Company Career Executive Incentive Stock Plan,
                  the 1993 Plan, and any similar plan adopted by Employer in the
                  future,  which  at  the  date of termination of employment are
                  subject  to  restrictions  (the  'Restricted  Shares') will be
                  treated in a manner  consistent with Employer's past practices
                  for  treatment of Restricted  Shares held  by executives whose
                  employment  was   involuntarily  terminated  by  Employer  for
                  reasons other than Cause, which, in most instances,  have been
                  to  forfeit the Restricted Shares and pay to such  executive 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); although in some cases, Employer has, in lieu of,
                  or in combination with, the foregoing  and in its  discretion,
                  caused the forfeiture  restrictions  with  respect to all or a
                  portion of the Restricted Shares to lapse and provided for the
                  retention of such shares by such executive.

          (ii)    Subject to the  provisions of Section 3.4,  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


         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or
                  individual  incentive  compensation  not yet paid but  payable
                  under  Employer's  plans  for  years  prior  to  the  year  of
                  Employee's  termination of  employment.  Such amounts shall be
                  paid to Employee  in a single  lump sum cash  payment no later
                  than  sixty  (60) days  following  Employee's  termination  of

         (iv)     Employee  shall  be  entitled  to any  individual  bonuses  or
                  individual  incentive  compensation under Employer's plans 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  except  that no  portion of such  amounts  shall be
                  deferred to future years.

         3.4. The  severance  benefit  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  benefit,
Employer,  in its sole  discretion,  may  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 benefit 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
a  severance  benefit  payment  under  Section  3.3 is 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 or its affiliates and the Employer's sole
and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for  the  termination  of his or her  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 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 for  determination  and any dispute of Employee with
any such decision shall be limited to whether the Compensation Committee 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,
except that Employee shall not be entitled to any severance benefits pursuant to
any severance plan or program of the Employer.

         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.


         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
writings or 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 Employer and its
affiliates are highly  competitive and that their  strategies,  methods,  books,
records, and documents,  their technical information  concerning their products,
equipment,   services,   and  processes,   procurement  procedures  and  pricing
techniques,  the names of and other  information  (such as credit and  financial
data)  concerning  their  customers  and  business   affiliates,   all  comprise
confidential business information and trade secrets which are valuable, special,
and unique  assets which  Employer or its  affiliates  use in their  business to
obtain  a  competitive  advantage  over  their  competitors.   Employee  further
acknowledges that protection of such confidential business information and trade
secrets  against  unauthorized  disclosure and use is of critical  importance to
Employer and its affiliates in maintaining their competitive position.  Employee
hereby  agrees  that  Employee  will not, at any time during or after his or her
employment by Employer,  make any  unauthorized  disclosure of any  confidential
business information or trade secrets of Employer or its affiliates, or make any
use   thereof,   except  in  the   carrying   out  of  his  or  her   employment
responsibilities hereunder.  Confidential business information shall not include
information  in the  public  domain  (but only if the same  becomes  part of the
public domain through a 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 or her  intent  to  disclose  any  such  confidential  business
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.

         4.3. All written  materials,  records,  and other documents made by, or
coming  into the  possession  of,  Employee  during  the  period  of  Employee's
employment  by  Employer  which  contain  or  disclose   confidential   business
information or trade secrets of Employer or its  affiliates  shall be and remain
the  property  of  Employer,  or  its  affiliates,  as the  case  may  be.  Upon
termination  of  Employee's  employment  by Employer,  for any reason,  Employee
promptly shall deliver the same, and all copies thereof, to Employer.

         4.4  For purposes of this  Article 4, 'affiliates'  shall mean entities
in which  Employer  has a 20% or more direct or indirect equity interest.


         5.1. Except as otherwise  provided in Section 4.4 hereof,  for purposes
of this Agreement,  the terms  'affiliate' or  'affiliated'  means an entity who
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled  by, or is under common control with Employer or in which Employer or
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 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, to Halliburton Company at 3600 Lincoln Plaza, 500 North
         Akard Street, Dallas, Texas 75201-3391, to the attention of the General

         If to Employee, to his or her 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.


         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 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  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

         5.8. Except for  any stock option and restricted  stock  agreements and
any agreements pertaining to intellectual  property or confidential  information
of Employer,  which agreements  remain in full force and effect,  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.

         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this
Agreement in multiple originals to be effective on the Effective Date.

                                  HALLIBURTON COMPANY

                                  By:  /s/ David J. Lesar
                                  Name:    David J. Lesar
                                  Title:   President and Chief Operating Officer


                                  /s/ Gary V. Morris
                                      Gary V. Morris


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