{"id":38527,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/annual-incentive-compensation-plan-halliburton-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"annual-incentive-compensation-plan-halliburton-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/annual-incentive-compensation-plan-halliburton-co.html","title":{"rendered":"Annual Incentive Compensation Plan &#8211; Halliburton Co."},"content":{"rendered":"<pre>\n\n                              HALLIBURTON COMPANY\n\n                       ANNUAL INCENTIVE COMPENSATION PLAN\n\n                    As Amended and Restated December 9, 1994\n\n\n\n\n\n                                   ARTICLE I.\n\n<font size=\"2\">1.1      Purpose                                                            1\n\n                                  ARTICLE II.\n\n2.1      Definitions                                                        1\n\n                                  ARTICLE III.\n\n3.1      Participation                                                      3\n3.2      Changes in Participants During Plan Year                           3\n\n                                  ARTICLE IV.\n\n4.1      Administration                                                     3\n\n                                   ARTICLE V.\n\n5.1      Performance Requirements                                           4\n\n                                  ARTICLE VI.\n\n6.1      a.       Awards                                                    4\n                  1.       Awards for Category I and\n                             Category II Participants                       4\n                  2.       Individual Performance Awards for\n                             Category II Participants                       5\n                  3.       Discretionary Awards                             5\n                  4.       Termination of Service During Plan Year          5\n         b.       Payment of Awards                                         5\n         c.       Tax Withholding                                           5\n\n                                  ARTICLE VII.\n\n7.1      Rights of Participants and Beneficiaries                           5\n7.2      Governing Law                                                      6\n7.3      Amendment and Termination of Plan and Awards                       6\n7.4      Effective Date                                                     6\n\n\n             HALLIBURTON COMPANY ANNUAL INCENTIVE COMPENSATION PLAN\n\n                                   ARTICLE I.\n\n1.1      Purpose.  The Halliburton  Company Annual Incentive  Compensation  Plan\n<\/font>         serves to  attract,  motivate,  reward,  and retain  senior  management\n         talent   required  to  achieve   corporate   objectives   and  increase\n         shareholder  value.  The Plan  provides a means to link the annual cash\n         compensation of members of the Executive Committee,  corporate officers\n         and other key managers of corporate support groups with the achievement\n         of  financial  goals  and,  for  corporate  support   management,   the\n         organizational  objectives  of the Company as a whole.  Under the Plan,\n         participants   are  afforded  the   opportunity   to  earn   additional\n         compensation  above  base  pay  contingent  on  the  achievement  of  a\n         threshold  level  of  business  results,   the  measure  for  which  is\n         established  at the  beginning  of each  annual  performance  period in\n         connection  with  the  annual  planning  and  budgeting  process.   The\n         additional  compensation  opportunity  afforded  participants under the\n         Plan increases  proportionately with improved business results, subject\n         to a predefined maximum incentive compensation level.\n\n                  A  portion  of  the  incentive  compensation  opportunity  for\n         corporate   support   management  can  be  earned  through   individual\n         performance,  with the  measure of  performance  predefined  in certain\n         qualitative  terms  associated  with  organizational  processes  deemed\n         important to the  achievement of the long term business  strategies and\n         objectives of the Company.\n\n\n                                  ARTICLE II.\n\n\n2.1      Definitions.        Except where the context otherwise indicates, the\n         following definitions shall apply:\n\n         a.    'Award' shall  mean  the dollar amount of incentive  compensation\n               payable to a Participant under the Plan for a Plan Year.\n\n         b.    Subject to the exceptions hereinafter set forth, 'Base Pay' shall\n               be the base salary  of the Participant for a specified  period in\n               effect  on  January  1  of a Plan Year without  giving  effect to\n               amounts which are paid or accrued on behalf of  such  Participant\n               under  deferred  compensation  (other  than compensation deferred\n               at the Participant's election pursuant to the Company's  Elective\n               Deferral Plan), retirement or other benefit plans or arrangements\n               of  the  Company  or a Subsidiary.  In the event that during  the\n               course  of a  Plan  Year  a  Participant receives a  promotion or\n               demotion or an employee of the Company or a Subsidiary  becomes a\n               Participant under the Plan pursuant to the  provisions of Section\n               3.2  hereof, the Company's  Chief  Executive Officer, in his sole\n               and absolute discretion, may specify that the base salary of such\n               Participant for a specified period in effect on a date other than\n               January 1  of  the Plan Year shall be such Participant's Base Pay\n               for purposes of determinations  made for the Plan Year.\n\n         c.    'Beneficiary'  shall mean the  person,  persons,  trust or trusts\n               entitled  by Will or the  laws of  descent  and  distribution  to\n               receive the benefits specified under the Plan in the event of the\n               Participant's death prior to the payment of an Award.\n\n         d.    'Board of Directors'  shall  mean  the  Board of Directors of the\n               Company.\n\n         e.    'Category I Participants'  shall be all Participants who are so\n               categorized under Article III hereof.\n\n         f.    'Category II Participants'  shall  be all  Participants  who  are\n               so categorized under Article III hereof.\n\n         g.    'Chief Executive Officer' shall mean  the Chief Executive Officer\n               of the Company.\n\n         h.    'Compensation Committee' shall mean the Compensation Committee of\n               Directors  of the  Company,  appointed  by the Board of Directors\n               from among its  members,  no member of which shall be an employee\n               of the Company or a Subsidiary.\n\n         i.    'Company' shall mean Halliburton Company and its successors.\n\n         j.    'Corporate  Target' shall mean the level of  performance  for the\n               Company and its  Subsidiaries  for a Plan Year on a  consolidated\n               basis  which  the  Compensation   Committee  determines  must  be\n               attained for a Participant to receive a Maximum Incentive Payout.\n\n         k.    'Corporate  Threshold' shall mean a minimum level of performance,\n               determined for the Company and its  Subsidiaries  for a Plan Year\n               on a  consolidated  basis,  which must be attained for any Awards\n               for such Plan Year to be made pursuant to the Plan.\n\n         l.    'Executive  Committee' shall mean the Executive Committee  of the\n               Company.\n\n         m.    'Incentive Compensation Spread' shall be the difference  obtained\n               by  subtracting  the  Minimum  Incentive  Payout from the Maximum\n               Incentive  Payout.\n\n         n.    'Individual Performance Award'  shall be equal to one (1) month's\n               Base  Pay  for  a  Participant  or such part thereof as the Chief\n               Executive  Officer,  in his absolute discretion, shall determine.\n               Notwithstanding the preceding sentence or any other provisions of\n               this Plan which provide that certain determinations  with respect\n               to Individual  Performance  Awards  shall  be  made  by the Chief\n               Executive  Officer  (including,  but  not  limited  to,  defining\n               qualitative  performance  criteria  and  the extent to which each\n               Participant   shall   have   satisfied   his  or  her  individual\n               performance criteria), such  determinations  may be made by those\n               to   whom   the   Chief  Executive  Officer  has  delegated  such\n               responsibility and authority in writing.  Any determinations made\n               pursuant  to  such  a  delegation  shall  have the same force and\n               effect as if made by the Chief Executive Officer.\n\n         o.    'Maximum  Incentive  Payout' shall mean the maximum  amount of an\n               Award payable to a Participant.  The Maximum Incentive Payout for\n               a  Category  I  Participant  shall be an amount  equal to six (6)\n               month's  Base Pay.  For  Categor  II  Participants,  the  Maximum\n               Incentive  Payout  shall be an amount  equal to three (3) month's\n               Base Pay  (without  giving  effect to an  Individual  Performance\n               Award).\n\n         p.    'Minimum  Incentive  Payout' shall mean the minimum  amount of an\n               Award  payable  to a  Participant.  The  amount  of  the  Minimum\n               Incentive  Payout for Category I Participants  is an amount equal\n               to one (1) month's Base Pay. For  Category II  Participants,  the\n               Minimum  Incentive  Payout  shall be an amount  equal to one half\n               month's Base Pay.\n\n         q.    'Participant'  shall  mean  any  employee  of  the  Company  or a\n               Subsidiary  who   participates  in   the  Plan  pursuant  to  the\n               provisions of Article III hereof.\n\n         r.    'Performance Target Range' shall mean the Corporate Target  minus\n               the  Corporate  Threshold.\n\n         s.    'Plan'   shall  mean  the  Halliburton  Company  Annual Incentive\n               Compensation Plan, as the same may be from time to time amended.\n\n         t.    'Plan Year' shall mean the calendar year ending December 31, 1991\n               and each subsequent calendar year thereafter.\n\n         u.    'Subsidiary'  shall  mean  any  corporation 50 percent or more of\n               whose  voting  power  is  owned  directly  or  indirectly  by the\n               Company.\n\n         v.    'Termination  of   Service'  shall   mean  the   cessation  of  a\n               Participant's employment with the Company or a Subsidiary for any\n               reason.\n\n         w.    'Total   Incentive   Compensation  Opportunity'  shall  mean  the\n               aggregate  amount of  compensation which may be received annually\n               by a Participant under the Plan.\n\n\n                                  ARTICLE III.\n\n\n3.1      Participation.  Members of the Executive Committee and Company officers\n         (other than  officers of the Energy  Services  Division  and  assistant\n         officers)  shall be  Participants  annually.  In  addition,  such other\n         management  employees as may be annually  designated as Participants by\n         the Company's Chief Executive  Officer shall be Participants  under the\n         Plan.   Members  of  the  Executive   Committee  shall  be  Category  I\n         Participants. All other Participants shall be Category II Participants.\n         The  provisions  of this Section are subject to the  provisions  of the\n         next succeeding Section.\n\n3.2      Changes in  Participants  During  Plan Year.  If during the course of a\n         Plan Year an  employee  of the  Company or a  Subsidiary,  by reason of\n         having been newly elected to the  Executive  Committee or as an officer\n         of the Company,  would otherwise have been a Participant or a different\n         category of Participant had such employee's status been the same at the\n         beginning of the Plan Year, the Chief  Executive  Officer  (except with\n         respect to any actions or status changes  involving  himself,  in which\n         case the determination shall be made by the Compensation Committee), in\n         his sole and absolute discretion, may determine (i) in the case of such\n         newly  elected  member of the Executive  Committee or Company  officer,\n         whether  participation or a change in category should be effective with\n         such  election or delayed until the inception of the next Plan Year and\n         (ii) where applicable,  appropriate and equitable  modifications in the\n         Total  Incentive  Compensation   Opportunity  and  in  the  qualitative\n         performance   criteria  the  attainment  of  which  may  result  in  an\n         Individual  Performance  Award.  In the event that during the course of\n         the Plan  Year,  a person is newly  hired by, or  transferred  to,  the\n         Company in a management  position and the Chief Executive Officer feels\n         such  employee's  participation  in the  Plan  is  merited,  the  Chief\n         Executive  Officer  shall  designate  in  writing  such  employee  as a\n         Participant   in  the  Plan  for  such   Plan   Year  and  make   those\n         determinations  which he deems  appropriate  of the type  specified  in\n         clause (ii) of the preceding sentence.\n\n                                  ARTICLE IV.\n\n4.1      Administration.  Performance  requirements,  as more fully discussed in\n         Article V hereof, shall be set by the Compensation Committee and, where\n         applicable, the Chief Executive Officer. As to Category I Participants,\n         the Compensation  Committee shall have the  responsibility  to construe\n         and  interpret  the Plan;  to  prescribe,  amend and rescind  rules and\n         regulations  relating to the administration of the Plan and to make all\n         other  determinations  necessary or advisable for administration of the\n         Plan. With respect to Category II Participants, the Executive Committee\n         shall  have the  duties  with  respect  to the  Plan  set  forth in the\n         preceding  sentence  unless it shall  delegate such duties to the Chief\n         Executive  Officer.   Subject  only  to  compliance  with  the  express\n         provisions hereof, the Compensation Committee,  the Executive Committee\n         and the Chief  Executive  Officer  may act in their  sole and  absolute\n         discretion with respect to the Plan.\n\n\n                                   ARTICLE V.\n\n\n5.1      Performance  Requirements.  Prior to the last day of  February  of each\n         Plan Year, the Compensation Committee will approve the Corporate Target\n         for the  Plan  Year  taking  into  consideration  the  benefits  to the\n         Company's  shareholders  upon  achievement  of  such  Corporate  Target\n         relative to the aggregate cost of the Awards  potentially  payable as a\n         result thereof,  and will approve the Corporate Threshold for such Plan\n         Year which must be achieved in order for any Award under the Plan to be\n         payable.  The  Corporate  Target  may be  based  on such  measurements,\n         financial or otherwise,  as the Compensation Committee may from time to\n         time deem appropriate.  If the Compensation Committee deems a change in\n         the Company's business, operations, corporate or capital structure, the\n         manner  in  which  it  conducts  business  or any  other  change  to be\n         extraordinary  and material and  determines  that,  as a result of such\n         change, the established  Corporate Target or Corporate  Threshold is no\n         longer  appropriate,  it may modify the  Corporate  Target or Corporate\n         Threshold as deemed  appropriate and equitable in its sole and absolute\n         discretion.\n\n         Prior  to the last  day of  February  of each  Plan  Year,  qualitative\n         performance  criteria  shall  also be defined  by the  Company's  Chief\n         Executive  Officer for each Category II Participant,  the attainment of\n         which  shall  result  in an  Individual  Performance  Award,  if  other\n         conditions  precedent  to the  payment of such Award under the terms of\n         the Plan are satisfied.\n\n         As soon as practicable,  after the end of a Plan Year, the Compensation\n         Committee  will  determine  whether  the  Corporate  Threshold  and the\n         Corporate  Target were attained and the Chief Executive  Officer of the\n         Company  shall  determine  the  extent to which  each  Participant  has\n         satisfied his or her individual  performance  requirements for purposes\n         of receiving an Individual  Performance  Award.  Determinations  of the\n         Compensation  Committee  and  the  Chief  Executive  Officer  shall  be\n         conclusive and binding on all Participants and Beneficiaries.\n\n                                  ARTICLE VI.\n\n\n6.1      a.    Awards.  Participants,  depending  upon whether they are Category\n               I Participants  or  Category  II  Participants,   shall  have  a\n               Total  Incentive Compensation  Opportunity  through  Awards\n               under  the Plan  for a Plan  Year as follows:\n\n               1.   Awards for Category I and Category II Participants.  Subject\n                    to the provisions of  Section 6.1.a.4. below, the amount  of\n                    an Award to a Participant shall be determined as follows:\n\n                    (a)  If the Corporate Threshold is achieved, the Participant\n                         shall receive the Minimum  Incentive Payout  applicable\n                         to such Participant's category.\n                    (b)  If the Corporate  Target is achieved,  the  Participant\n                         shall receive the Maximum  Incentive Payout  applicable\n                         to such Participant's category.\n                    (c)  If  the  level  of  performance  achieved  exceeds  the\n                         Corporate Threshold  but  is  less  than  the Corporate\n                         Target, a  Participant shall receive an amount equal to\n                         the   Minimum  Incentive  Payment  applicable  to  such\n                         Participant's  category  plus  that  percentage  of the\n                         Incentive  Compensation  Spread  which  is equal to the\n                         percentage  of  the Performance  Target  Range  that is\n                         actually earned or achieved, not to exceed 100 percent.\n\n               2. Individual  Performance  Awards for Category II  Participants.\n               Subject to the  provisions of Section  6.1.a.4 below and provided\n               that such Participant attains the prescribed level of achievement\n               of   qualitative   performance   requirements,   a  Category   II\n               Participant shall receive an Individual Performance Award.\n\n               3. Discretionary  Awards.  Notwithstanding  any  other  provision\n               contained herein to the contrary, the Compensation Committee may,\n               in  its sole discretion,  make such other or additional Awards to\n               a Participant as it shall deem  appropriate.\n\n               4.  Termination  of Service During Plan Year. If a Termination of\n               Service occurs with respect to a Participant  prior to the end of\n               a Plan Year, following the end of the Plan Year and provided that\n               an Award  would have been  payable to the  Participant  under the\n               terms of the Plan had a Termination of Service not occurred prior\n               to the end of the Plan Year,  the  Compensation  Committee or the\n               Chief Executive Officer (depending on whether the Participant was\n               a  Category  I or  Category  II  Participant)  in its or his sole\n               discretion may  determine,  through  proration or otherwise,  the\n               amount which s uch Participant or Beneficiary should receive.  In\n               the  case of a  Category  II  Participant,  the  Chief  Executive\n               Officer in determining  whether an Individual  Performance  Award\n               should be made to the  Participant or Beneficiary  shall estimate\n               in his sole and absolute  discretion  the level of achievement of\n               qualitative performance  requirements by the Participant prior to\n               his or her Termination of Service.  Notwithstanding the preceding\n               provisions of this subsection, in the event that the Compensation\n               Committee,  Executive  Committee or Chief Executive  Officer,  as\n               applicable, determines in its or his sole and absolute discretion\n               that  such  Participant  has  entered  or  plans  to  enter  into\n               competition  with the Company or a Subsidiary,  the  Compensation\n               Committee,  Executive  Committee or Chief Executive  Officer,  as\n               applicable,  may direct  that no Award  payment  shall be made to\n               such terminated Participant.\n\n          b.   Payment of Awards.\n\n               1.   Except  as  otherwise  provided  in  Section 6.1.b.2. below,\n                    each Participant shall receive payment,  in a cash lump sum,\n                    of his or  her Award as soon as  practicable  following  the\n                    determinations with respect thereto made pursuant to Section\n                    6.1.a.  hereof.\n\n               2.   With respect to  a  Participant who is a 'covered  employee'\n                    for purposes of Section 162(m) of the Internal  Revenue Code\n                    of 1986, as  amended,  payment  of  that portion of an Award\n                    which would  otherwise cause such Participant's compensation\n                    to  exceed  the  limitation  on  the  amount of compensation\n                    deductible  by the Company in any taxable  year  pursuant to\n                    such  Section  162(m),   shall   be   deferred   until  such\n                    Participant is no longer a 'covered employee.'\n\n          c.   Tax  Withholding.  The Company or  employing  Subsidiary  through\n               which  payment  of an Award is to be made shall have the right to\n               deduct  from any payment  hereunder  any  amounts  that  Federal,\n               state,  local or foreign tax law  requires  with  respect to such\n               payment.\n\n\n                                  ARTICLE VII.\n\n7.1      Rights of Participants and Beneficiaries\n\n         a.    Neither status as a Participant or Beneficiary shall be construed\n               as a commitment  that any Award will be made under the Plan.\n\n         b.    Nothing contained in the Plan or in any  document  related to the\n               Plan or to any Award shall confer upon any Participant  any right\n               to continue as an employee or in the employ of the  Company  or a\n               Subsidiary   or   constitute   any   contract   or  agreement  of\n               employment or interfere in any way with  the right of the Company\n               or a  Subsidiary  to  reduce such persons compensation, to change\n               the position held by  such person or to terminate the  employment\n               of such person,  with or without  cause.\n\n          c.   No  benefit  payable  under,  or  interest in, this Plan shall be\n               subject   in   any  manner  to  anticipation,  alienation,  sale,\n               transfer, assignment,  pledge, incumbrance or charge and any such\n               attempted  action  shall  be void and no such benefit or interest\n               shall be,  in  any  manner,  liable  for,  or  subject  to debts,\n               contracts,   liabilities   or   torts   of   any  Participant  or\n               Beneficiary.  Any  a ttempt  at  transfer,  assignment  or  other\n               alienation   prohibited  by  the  preceding   sentence  shall  be\n               disregarded and  all amounts payable hereunder shall be paid only\n               in accordance with the provisions of the Plan.\n\n          d.   No Participant, Beneficiary or other person shall have any right,\n               title or interest in any  fund or in any specific asset of the\n               Company or any Subsidiary by reason of any Award hereunder. There\n               shall be  no  funding  of  any  benefits which may become payable\n               hereunder.  Nothing  contained  in  the  Plan (or in any document\n               related  thereto), nor the creation or adoption of the Plan,  nor\n               any  action  taken  pursuant  to the provisions of the Plan shall\n               create,  or be  construed  to  create, a trust of any  kind  or a\n               fiduciary relationship   between  the  Company  or  a  Subsidiary\n               and  any Participant, Beneficiary or other person.  To the extent\n               that a Participant, Beneficiary or other person acquires  a right\n               to  receive  payment  with  respect to an Award  hereunder,  such\n               right  shall be  no  greater  than  the  right of  any  unsecured\n               general creditor of the Company or  any Subsidiary.  All  amounts\n               payable under the Plan shall be paid  from the general  assets of\n               the Company or a  Subsidiary,  as  applicable,  and no special or\n               separate fund or deposit shall be established and no  segregation\n               of assets  shall  be  made to  assure  payment  of such  amounts.\n               Nothing  in  the  Plan  shall  be  deemed  to give  any  employee\n               any  right  to  participate in  the  Plan  except  in  accordance\n               herewith.\n\n7.2      Governing Law. The Plan and all related documents shall be governed by,\n         and construed in accordance  with,  the laws of the State of Texas.  If\n         any provision hereof shall be held by a court of competent jurisdiction\n         to be invalid and unenforceable,  the remaining  provisions of the Plan\n         shall continue to be fully effective.\n\n7.3      Amendment and Termination of Plan and Awards.  Notwithstanding anything\n         herein to the contrary,  the  Compensation  Committee may, at any time,\n         terminate  or, from time to time amend,  modify or suspend the Plan. No\n         Award  may be made  during  any  suspension  of the Plan or  after  its\n         termination.\n\n7.4      Effective Date. The Plan shall become  effective as of January 1, 1991,\n         for Plan Years  beginning on or after January 1, 1991, and shall remain\n         in effect until such time as it may be  terminated  pursuant to Section\n         7.3.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9546],"class_list":["post-38527","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-halliburton-co","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38527","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38527"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38527"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38527"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38527"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}