{"id":38801,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/elective-deferral-plan-halliburton-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"elective-deferral-plan-halliburton-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/elective-deferral-plan-halliburton-co.html","title":{"rendered":"Elective Deferral Plan &#8211; Halliburton Co."},"content":{"rendered":"<pre>\n\n\n\n\n\n\n\n                       HALLIBURTON ELECTIVE DEFERRAL PLAN\n\n\n\n\n\n\n                        Effective Date: January 1, 1995\n\n\n\n\n\n\n\n\n\n\n\n                               TABLE OF CONTENTS\n\nARTICLE                                                                PAGE\n\n      I       -     Definitions and Construction.................         I-1\n\n     II       -     Participation ...............................        II-1\n\n    III       -     Account Credits .............................       III-1\n\n     IV       -     Withdrawals .................................        IV-1\n\n      V       -     Payment of Benefits .........................         V-1\n\n     VI       -     Administration of the Plan...................        VI-1\n\n    VII       -     Administration of Funds......................       VII-1\n\n   VIII       -     Nature of the Plan...........................      VIII-1\n\n     IX       -     Participating Employers .....................        IX-1\n\n      X       -     Miscellaneous ...............................         X-1\n\n\n\n\n\n                       HALLIBURTON ELECTIVE DEFERRAL PLAN\n\n\n\n                             W I T N E S S E T H :\n\n\n         WHEREAS,  HALLIBURTON COMPANY, desiring to aid certain of its employees\nin making more adequate provision for their retirement, has decided to adopt the\nfollowing HALLIBURTON ELECTIVE DEFERRAL PLAN (the 'Plan');\n\n         NOW THEREFORE,  the Plan is hereby adopted as follows,  effective as of\nJanuary 1, 1995:\n\n\n                                       I.\n\n                          DEFINITIONS AND CONSTRUCTION\n\n         1.1  DEFINITIONS.  Where the following  words and phrases appear in the\nPlan,  they shall have the  respective  meanings set forth  below,  unless their\ncontext clearly indicates to the contrary.\n\n(1)      ACCOUNT: A memorandum bookkeeping account established on the records of\n         the Employer for a Participant that is credited with amounts determined\n         in  accordance  with Article III of the Plan.  As of any  determination\n         date,  a  Participant's  benefit  under the Plan  shall be equal to the\n         amount  credited to his Account as of such date.  A  Participant  shall\n         have a 100% nonforfeitable interest in his Account at all times.\n\n(2)      BASE SALARY: The base rate of cash compensation paid by the Employer to\n         or for the  benefit of a  Participant  for  services  rendered or labor\n         performed while a Participant,  including base pay a Participant  could\n         have received in cash in lieu of (A) deferrals  pursuant to Section 3.1\n         and  (B)  contributions  made  on  his  behalf  to any  qualified  plan\n         maintained by the Employer or to any  cafeteria  plan under section 125\n         of the Code maintained by the Employer.\n\n<font size=\"2\">(3)      BONUS COMPENSATION:  With  respect  to any Participant for a Plan Year,\n         the amount awarded under a bonus plan maintained by the Employer.\n\n(4)      CODE:  The Internal Revenue Code of 1986, as amended.\n\n(5)      COMPENSATION COMMITTEE:  The Compensation Committee of the Directors.\n\n(6)      COMMITTEE:  The administrative committee  appointed by the Compensation\n         Committee to administer the Plan.\n\n(7)      COMPANY:  Halliburton Company.\n\n(8)      COMPANY STOCK:  The common stock of Halliburton Company.\n\n(9)      DIRECTORS:  The Board of Directors of the Company.\n\n(10)     EFFECTIVE DATE:  January 1, 1995.\n\n<\/font>(11)     EMPLOYER:  The Company and each eligible organization designated as an\n         Employer in accordance with the provisions of Article IX of the Plan.\n\n(12)     PARTICIPANT:  Each  individual who has  been selected for participation\n         in the Plan and who has become a Participant pursuant to Article II.\n\n(13)     PLAN:  The Halliburton Elective  Deferral Plan, as amended from time to\n         time.\n\n(14)     PLAN YEAR:  The  twelve-consecutive  month  period commencing January 1\n         of each year.\n\n(15)     RETIREMENT:  The date the Participant is eligible for and retires under\n         any  retirement  plan  maintained  by his  Employer  that meets,  or is\n         intended to meet, the  qualification  requirements of section 401(a) of\n         the Code.\n\n(16)     STOCK EQUIVALENT UNIT: A measure of value equal to one share of Company\n         Stock.  A Stock  Equivalent  Unit shall exist only for  purposes of the\n         Plan and matters related thereto, and in no event shall any holder of a\n         Stock  Equivalent  Unit have any right to receive  any actual  share of\n         Company Stock by reason thereof except as specifically  provided in the\n         Plan or have any right as a shareholder of the Company.\n\n(17)     TRUST:  The trust, if any, established under the Trust Agreement.\n\n(18)     TRUST  AGREEMENT:  The  agreement, if any,  entered  into  between  the\n         Employer and the Trustee pursuant to Article VIII.\n\n(19)     TRUST FUND:  The funds and  properties,  if  any,  held pursuant to the\n         provisions  of  the  Trust Agreement, together with all income, profits\n         and increments thereto.\n\n(20)     TRUSTEE:  The  trustee  or  trustees appointed by the Committee who are\n         qualified and acting under the Trust Agreement at any time.\n\n(21)     UNFORESEEABLE EMERGENCY: A severe financial hardship to the Participant\n         resulting  from a sudden  and  unexpected  illness or  accident  of the\n         Participant  or of a  dependent  (as  defined in section  152(a) of the\n         Code) of the  Participant,  loss of the  Participant's  property due to\n         casualty,    or   other   similar   extraordinary   and   unforeseeable\n         circumstances  arising as a result of events  beyond the control of the\n         Participant.\n\n         1.2 NUMBER AND GENDER.  Wherever  appropriate herein, words used in the\nsingular  shall be considered to include the plural and words used in the plural\nshall be  considered  to include  the  singular.  The  masculine  gender,  where\nappearing in the Plan, shall be deemed to include the feminine gender.\n\n         1.3 HEADINGS. The headings of Articles and Sections herein are included\nsolely for  convenience,  and if there is any conflict between such headings and\nthe text of the Plan, the text shall control.\n\n\n                                      II.\n\n                                 PARTICIPATION\n\n         2.1 PARTICIPATION.  Participants in the Plan are those employees of the\nEmployer  (a) who are subject to the income tax laws of United  States,  (b) who\nare officers or members of a select group of highly compensated employees of the\nEmployer, and (c) who are selected by the Committee, in its sole discretion,  as\nParticipants.  The Committee shall notify each Participant of his selection as a\nParticipant.  Subject to the  provisions  of Section  2.2, a  Participant  shall\nremain  eligible to defer Base Salary  and\/or Bonus  Compensation  hereunder for\neach Plan Year following his initial year of participation in the Plan.\n\n         2.2 CESSATION OF ACTIVE  PARTICIPATION.  Notwithstanding  any provision\nherein to the contrary,  an individual  who has become a Participant in the Plan\nshall  cease to be  entitled  to defer Base  Salary  and\/or  Bonus  Compensation\nhereunder  effective  as of any  date  designated  by the  Committee.  Any  such\nCommittee  action shall be communicated to the affected  individual prior to the\neffective date of such action.\n\n\n                                      III.\n\n                                ACCOUNT CREDITS\n\n         3.1 BASE SALARY DEFERRALS.\n                  (a) Any  Participant may elect to defer receipt of an integral\npercentage of from 5% to 50% of his Base Salary, in 5% increments,  for any Plan\nYear;  provided,  however,  that a Participant  may elect to defer receipt of an\nintegral percentage of from 5% to 90% of his Base Salary, in 5% increments,  for\nthe Plan  Year in which he is first  eligible  to  participate  in the  Plan.  A\nParticipant's  election to defer  receipt of a percentage of his Base Salary for\nany Plan Year shall be made on or before November 30 of the preceding Plan Year.\nNotwithstanding the foregoing,  (1) a Participant's election to defer receipt of\na percentage of his Base Salary for the Plan Year  beginning on January 1, 1995,\nmay be made on or before  December 31, 1994, and (2) if an individual  initially\nbecomes  a  Participant  other  than  on the  first  day of a  Plan  Year,  such\nParticipant's  election to defer  receipt of a percentage of his Base Salary for\nsuch Plan Year may be made no later than 30 days after he becomes a Participant,\nbut such election  shall be prospective  only. The reduction in a  Participant's\nBase Salary pursuant to his election shall be effected by Base Salary reductions\nas of each payroll  period  within the election  period.  Base Salary for a Plan\nYear not deferred by a Participant  pursuant to this Paragraph shall be received\nby such Participant in cash,  except as provided by any other plan maintained by\nthe  Employer.  Deferrals  of Base  Salary  under this Plan shall be made before\nelective  deferrals  or  contributions  of Base  Salary  under  any  other  plan\nmaintained by the Employer. Base Salary deferrals made by a Participant shall be\ncredited to such  Participant's  Account as of the date the Base Salary deferred\nwould have been received by such  Participant  in cash had no deferral been made\npursuant  to this  Section.  Except  as  provided  in  Paragraph  (b),  deferral\nelections for a Plan Year pursuant to this Section shall be irrevocable.\n\n                  (b) A Participant shall be permitted to revoke his election to\ndefer  receipt  of his  Base  Salary  for  any  Plan  Year  in the  event  of an\nUnforeseeable  Emergency, as determined by the Committee in its sole discretion.\nFor purposes of the Plan, the decision of the Committee  regarding the existence\nor nonexistence of an  Unforeseeable  Emergency of a Participant  shall be final\nand  binding.  Further,  the  Committee  shall have the  authority  to require a\nParticipant  to  provide  such  proof as it deems  necessary  to  establish  the\nexistence and significant nature of the Participant's Unforeseeable Emergency. A\nParticipant who is permitted to revoke his Base Salary deferral  election during\na Plan Year shall not be  permitted  to resume Base Salary  deferrals  under the\nPlan until the next following Plan Year.\n\n         3.2 BONUS  COMPENSATION  DEFERRALS.  Any Participant may elect to defer\nreceipt of an integral  percentage of from 5% to 90% of his Bonus  Compensation,\nin 5% increments,  for any Plan Year. A Participant's  election to defer receipt\nof a percentage of his Bonus  Compensation for any Plan Year shall be made on or\nbefore  November 30 of the preceding Plan Year.  Notwithstanding  the foregoing,\n(1) a  Participant's  election  to defer  receipt of a  percentage  of his Bonus\nCompensation  for the Plan Year  beginning on January 1, 1995, may be made on or\nbefore  December  31,  1994,  and  (2) if any  individual  initially  becomes  a\nParticipant  other  than on the first  day of a Plan  Year,  such  Participant's\nelection to defer  receipt of a percentage  of his Bonus  Compensation  for such\nPlan Year may be made no later than 30 days after he becomes a Participant,  but\nsuch election  shall apply only to a pro rata portion of his Bonus  Compensation\nfor such Plan Year based upon the number of complete  months  remaining  in such\nPlan Year divided by twelve. A Participant  shall make a separate election under\nthis  Section  with  respect  to Bonus  Compensation  payable  in cash and Bonus\nCompensation  payable in Company Stock.  Bonus  Compensation for a Plan Year not\ndeferred by a  Participant  pursuant to this  Section  shall be received by such\nParticipant  in cash or in Company Stock,  as applicable,  except as provided by\nany other plan maintained by the Employer. Deferrals of Bonus Compensation under\nthis Plan shall be made before  elective  deferrals  or  contributions  of Bonus\nCompensation under any other plan maintained by the Employer. Bonus Compensation\ndeferrals made by a Participant shall be credited to such Participant's  Account\nas of the date the Bonus Compensation  deferred would have been received by such\nParticipant had no deferral been made pursuant to this Section 3.2. Deferrals of\nBonus  Compensation  payable in Company  Stock  shall be rounded to the  nearest\nwhole  shares of Company  Stock and credited to the  Participant's  Account as a\nnumber of Stock  Equivalent Units equal to the number of shares of Company Stock\ndeferred.  Deferral  elections for a Plan Year pursuant to this Section shall be\nirrevocable.\n\n         3.3 EARNINGS CREDITS. For each Plan Year, a Participant's Account shall\nbe credited  semi-annually on June 30 and December 31 with an amount of earnings\nbased  on  the  weighted  average  balance  of  such  Account  (excluding  Stock\nEquivalent Units) during the preceding six months and the Moody's corporate bond\naverage annual yield for long-term  investment  grade bonds during the six-month\nperiod ended seven months prior to each  semi-annual  earnings credit date, plus\n2%. (For  example,  the rate earned for the six months  ended  December 31, 1995\nwould be based on the  average  Moody's  rate for the six  months  ended May 31,\n1995,  plus 2%.) So long as there is any balance in any  Account,  such  Account\nshall  continue  to receive  earnings  credits  pursuant to this  Section.  If a\nParticipant's Account is credited with shares of Stock Equivalent Units pursuant\nto Section 3.2, such Participant  shall be paid an amount equal to the dividends\nthat would have been payable if such Stock  Equivalent  Units were actual shares\nof  Company  Stock at the  same  time  such  dividends  are  payable  to  actual\nshareholders of the Company.\n\n         3.4 ADJUSTMENTS TO STOCK  EQUIVALENT  UNITS. In the event of any change\nin the outstanding  Company Stock by reason of any stock dividend,  stock split,\nreverse stock split,  combination  of shares,  or similar  event,  the number of\ncredited  Stock  Equivalent  Units  shall  be  appropriately   adjusted  by  the\nCommittee, whose determination shall be conclusive.\n\n\n                                      IV.\n\n                                  WITHDRAWALS\n\n         Participants  shall be permitted to make withdrawals from the Plan only\nin the event of an  Unforeseeable  Emergency,  as determined by the Committee in\nits sole  discretion.  No  withdrawal  shall be allowed to the extent  that such\nUnforeseeable  Emergency  is or may be  relieved  (a) through  reimbursement  or\ncompensation by insurance or otherwise,  (b) by liquidation of the Participant's\nassets,  to the extent the  liquidation  of such assets  would not itself  cause\nsevere financial hardship or (c) by cessation of Base Salary deferrals under the\nPlan  pursuant  to  Section  3.1(b).  Further,  the  Committee  shall  permit  a\nParticipant to withdraw only the amount it determines,  in its sole  discretion,\nto be reasonably needed to satisfy the Unforeseeable Emergency.\n\n\n\n\n                                       V.\n\n                              PAYMENT OF BENEFITS\n\n         5.1 PAYMENT  ELECTION  GENERALLY.  In  conjunction  with each  deferral\nelection  made by a  Participant  pursuant to Article III for a Plan Year,  such\nParticipant shall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and\nthe form of payment  with respect to such  deferral  and the  earnings  credited\nthereto. Except as provided in Section 5.3, any such election regarding the time\nand form of payment of a deferral and the  earnings  credited  thereto  shall be\nirrevocable once made.\n\n         5.2 TIME OF BENEFIT  PAYMENT.  With respect to each  deferral  election\nmade by a Participant  pursuant to Article III, such Participant  shall elect to\ncommence  payment of such deferral and the earnings  credited  thereto on one of\nthe following dates:\n\n                  (a)      Retirement; or\n\n                  (b) A specific  future  month and year,  but not earlier  than\n         five years from the date of the  deferral  if the  Participant  has not\n         attained  age  fifty-five  at the time of the deferral or one year from\n         the date of the deferral if the Participant has attained age fifty-five\n         at the time of the  deferral,  and not later  than the first day of the\n         year in which the Participant attains age seventy.\n\n         5.3 FORM OF BENEFIT  PAYMENT.  With respect to each  deferral  election\nmade by a Participant  pursuant to Article III, such Participant shall elect the\nform of payment with respect to such deferral and the earnings  credited thereto\nfrom one of the following forms:\n\n                  (a)      A lump sum; or\n\n                  (b)      Installment payments for a period not to exceed ten\n                           years.\n\nInstallment payments shall be paid annually on the first business day of January\nof each Plan Year; provided however, that not later than sixty days prior to the\ndate payment is to commence,  a  Participant  may elect to have his  installment\npayments paid quarterly on the first business day of each calendar quarter. Each\ninstallment  payment  shall be determined  by  multiplying  the deferral and the\nearnings  credited  thereto  at the  time  of the  payment  by a  fraction,  the\nnumerator  of  which  is one and the  denominator  of  which  is the  number  of\nremaining installment payments to be made to Participant. In the event the total\namount credited to a Participant's  Account  (including the fair market value of\nStock Equivalent Units) does not exceed $50,000,  the Committee may, in its sole\ndiscretion, pay such amounts in a lump sum.\n\n         5.4 TOTAL AND PERMANENT  DISABILITY.  If a Participant  becomes totally\nand permanently disabled while employed by the Employer,  payment of the amounts\ncredited to such Participant's  Account shall commence on the first business day\nof the  second  calendar  quarter  following  the  date  the  Committee  makes a\ndetermination that the Participant is totally and permanently  disabled,  in the\nform  of  payment   determined  in  accordance   with  Section  5.3.  The  above\nnotwithstanding,  if such Participant is already receiving  payments pursuant to\nSection 5.2(b) and Section 5.3(b), such payments shall continue. For purposes of\nthe Plan, a Participant shall be considered totally and permanently  disabled if\nthe Committee  determines,  based on a written medical opinion (unless waived by\nthe Committee as unnecessary), that such Participant is permanently incapable of\nperforming his job for physical or mental reasons.\n\n         5.5 DEATH. In the event of a Participant's death at a time when amounts\nare credited to such Participant's  Account,  such amounts shall be paid to such\nParticipant's   designated   beneficiary   or   beneficiaries   in  five  annual\ninstallments  commencing  as  soon  as  administratively   feasible  after  such\nParticipant's date of death. However, the Participant's  designated  beneficiary\nor  beneficiaries  may request a lump sum payment based upon  hardship,  and the\nCommittee, in its sole discretion, may approve such request.\n\n         5.6      DESIGNATION OF BENEFICIARIES.\n\n                  (a) Each  Participant  shall have the right to  designate  the\nbeneficiary or  beneficiaries  to receive payment of his benefit in the event of\nhis death.  Each such  designation  shall be made by executing  the  beneficiary\ndesignation form prescribed by the Committee and filing same with the Committee.\nAny  such  designation  may  be  changed  at  any  time  by  execution  of a new\ndesignation in accordance with this Section.\n\n                  (b) If no such  designation  is on file with the  Committee at\nthe time of the death of the  Participant  or such  designation is not effective\nfor any reason as determined by the Committee,  then the designated  beneficiary\nor beneficiaries to receive such benefit shall be as follows:\n\n                           (1)      If a Participant leaves a surviving spouse,\n         his benefit shall be paid to such surviving spouse;\n\n                           (2) If a Participant  leaves no surviving spouse, his\n         benefit shall be paid to such Participant's  executor or administrator,\n         or to  his  heirs  at  law  if  there  if  no  administration  of  such\n         Participant's estate.\n\n         5.7 OTHER  TERMINATION OF EMPLOYMENT.  If a Participant  terminates his\nemployment with the Employer before Retirement for a reason other than total and\npermanent  disability  or death,  the  amounts  credited  to such  Participant's\nAccount shall be paid to the  Participant in a lump sum no less than thirty days\nand no more  than  one year  after  the  Participant's  date of  termination  of\nemployment.\n\n         5.8 CHANGE IN THE  COMPANY'S  CREDIT  RATING.  If the Standard &amp; Poor's\nrating for the  Company's  senior  indebtedness  falls  below BBB,  the  amounts\ncredited to  Participants'  Accounts shall be paid to the Participants in a lump\nsum within forty-five days after the date of change of such credit rating.\n\n         5.9  PAYMENT  OF  STOCK  EQUIVALENT   UNITS.  When  the  payment  of  a\nParticipant's Account commences pursuant to this Article, Stock Equivalent Units\ncredited  to such  Participant's  Account  shall  be  paid  to the  Participant,\npursuant to the form of payment  provided in this  Article,  either in shares of\nCompany Stock (based upon one share of Company  Stock for each Stock  Equivalent\nUnit) or in cash based upon the fair market value of the shares of Company Stock\nrepresented  by such Stock  Equivalent  Units on the  thirtieth day prior to the\ndate of payment. The determination as to whether payment shall be made in shares\nof  Company  Stock  or in  cash  shall  be  made by the  Committee  in its  sole\ndiscretion,  except that  payment  shall not be in the form of shares of Company\nStock if, at the time of payment,  the  Participant  is subject to section 16 of\nthe Securities Exchange Act of 1934, as amended. For purposes of determining the\nfair  market  value of a share of Company  Stock on a  particular  date,  if the\nCompany Stock is traded on a national stock exchange, the fair market value of a\nshare of Company Stock on a particular date shall be equal to the average of the\nreported high and low sales prices of the Company Stock on such exchange on that\ndate, or if no prices are reported on that date, on the last  preceding  date on\nwhich such prices of the Company Stock are so reported.  If the Company Stock is\npublicly traded,  but is not traded on a national stock exchange,  at the time a\ndetermination  of its fair market  value is required to be made  hereunder,  its\nfair market value shall be deemed to be equal to the average between the closing\nbid and  asked  price  of the  Company  Stock  on the  date  the  value is to be\ndetermined,  or if the  Company  Stock was not traded on such date,  on the last\npreceding  date the Company Stock was publicly  traded.  If the Company Stock is\nnot publicly traded at the time a  determination  of its value is required to be\nmade hereunder,  the determination of its fair market value shall be made by the\nCommittee in such manner as it deems appropriate.\n\n         5.10  PAYMENT OF  BENEFITS.  To the extent the Trust Fund,  if any, has\nsufficient  assets,  the Trustee  shall pay  benefits to  Participants  or their\nbeneficiaries,  except to the extent the Employer pays the benefits directly and\nprovides  adequate  evidence of such payment to the  Trustee.  To the extent the\nTrustee  does not or cannot pay  benefits  out of the Trust Fund,  the  benefits\nshall be paid by the Employer. Any benefit payments made to a Participant or for\nhis  benefit  pursuant  to any  provision  of the Plan  shall be debited to such\nParticipant's  Account.  Except as provided in Section 5.9, all benefit payments\nshall be made in cash to the fullest extent practicable.\n\n         5.11 UNCLAIMED BENEFITS.  In the case of a benefit payable on behalf of\na  Participant,  if the  Committee  is  unable  to  locate  the  Participant  or\nbeneficiary to whom such benefit is payable, upon the Committee's  determination\nthereof,  such benefit shall be forfeited to the Employer.  Notwithstanding  the\nforegoing,  if subsequent to any such  forfeiture the Participant or beneficiary\nto whom such  benefit  is payable  makes a valid  claim for such  benefit,  such\nforfeited  benefit  shall be paid by the Employer or restored to the Plan by the\nEmployer.\n\n         5.12 NO ACCELERATION OF BONUS COMPENSATION.  The time of payment of any\nBonus  Compensation  that the  Participant has elected to defer but that has not\nyet been  credited to the  Participant's  Account  because it is not yet payable\nwithout  regard  to the  deferral  shall not be  accelerated  as a result of the\nprovisions  of this  Article.  If,  pursuant to the  provisions of this Article,\npayment of such Bonus  Compensation  would no longer be  deferred at the time it\nbecomes payable, such Bonus Compensation shall be paid to the Participant within\n90 days of the date it would have been  payable had the  Participant  not made a\ndeferral election.\n\n\n\n                                      VI.\n                           ADMINISTRATION OF THE PLAN\n\n         6.1 COMMITTEE POWERS AND DUTIES. The general administration of the Plan\nshall  be  vested  in  the  Committee.   The  Committee   shall   supervise  the\nadministration and enforcement of the Plan according to the terms and provisions\nhereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,\nincluding, but not by way of limitation, the right, power, authority, and duty:\n\n                  (a)  To  make   rules,   regulations,   and   bylaws  for  the\n         administration of the Plan that are not inconsistent with the terms and\n         provisions  hereof,  and to enforce the terms of the Plan and the rules\n         and regulations promulgated thereunder by the Committee;\n\n                  (b)      To construe  in its discretion all terms, provisions,\n         conditions, and limitations of the Plan;\n\n                  (c) To  correct  any defect or to supply  any  omission  or to\n         reconcile any inconsistency  that may appear in the Plan in such manner\n         and to such  extent as it shall  deem in its  discretion  expedient  to\n         effectuate the purposes of the Plan;\n\n                  (d) To employ  and  compensate  such  accountants,  attorneys,\n         investment  advisors,  and other  agents,  employees,  and  independent\n         contractors  as the Committee  may deem  necessary or advisable for the\n         proper and efficient administration of the Plan;\n\n                  (e)      To determine in its discretion all questions relating\n         to eligibility;\n\n                  (f)      To determine  whether  and  when  there  has  been  a\n         termination  of  a  Participant's employment with the Employer, and the\n         reason for such termination;\n\n                  (g)      To make  a  determination in its discretion as to the\n         right  of  any  person  to  a  benefit  under the Plan and to prescribe\n         procedures  to  be  followed  by  distributees  in  obtaining  benefits\n         hereunder; and\n\n                  (h) To receive and review  reports  from the Trustee as to the\n         financial  condition of the Trust Fund, if any,  including its receipts\n         and disbursements.\n\n         6.2  SELF-INTEREST  OF  PARTICIPANTS.  No member of the Committee shall\nhave any right to vote or decide  upon any  matter  relating  solely to  himself\nunder the Plan (including, without limitation, Committee decisions under Article\nII) or to vote in any case in which his  individual  right to claim any  benefit\nunder the Plan is particularly involved. In any case in which a Committee member\nis  so  disqualified  to  act  and  the  remaining  members  cannot  agree,  the\nCompensation  Committee shall appoint a temporary  substitute member to exercise\nall the powers of the disqualified  member  concerning the matter in which he is\ndisqualified.\n\n         6.3 CLAIMS REVIEW.  In any case in which a claim for Plan benefits of a\nParticipant or beneficiary  is denied or modified,  the Committee  shall furnish\nwritten  notice  to the  claimant  within  ninety  days (or  within  180 days if\nadditional  information requested by the Committee  necessitates an extension of\nthe ninety-day period), which notice shall:\n\n                  (a)      State  the  specific reason or reasons for the denial\n         or modification;\n\n                  (b)      Provide   specific   reference   to   pertinent  Plan\n         provisions on which the denial or modification is based;\n\n                  (c)      Provide  a  description of any additional material or\n         information   necessary   for  the  Participant,  his  beneficiary,  or\n         representative  to  perfect  the  claim  and an explanation of why such\n         material or information is necessary; and\n\n                  (d)      Explain   the   Plan's   claim  review  procedure  as\n         contained herein.\n\nIn  the  event  a  claim  for  Plan  benefits  is  denied  or  modified,  if the\nParticipant,  his  beneficiary,  or a  representative  of  such  Participant  or\nbeneficiary  desires  to have such  denial or  modification  reviewed,  he must,\nwithin  sixty  days   following   receipt  of  the  notice  of  such  denial  or\nmodification,  submit a  written  request  for  review by the  Committee  of its\ninitial  decision.  In  connection  with  such  request,  the  Participant,  his\nbeneficiary, or the representative of such Participant or beneficiary may review\nany pertinent documents upon which such denial or modification was based and may\nsubmit issues and comments in writing.  Within sixty days following such request\nfor review the Committee shall,  after providing a full and fair review,  render\nits final  decision  in  writing  to the  Participant,  his  beneficiary  or the\nrepresentative  of such Participant or beneficiary  stating specific reasons for\nsuch decision and making  specific  references to pertinent Plan provisions upon\nwhich the decision is based.  If special  circumstances  require an extension of\nsuch sixty-day  period,  the  Committee's  decision shall be rendered as soon as\npossible,  but not later than 120 days after  receipt of the request for review.\nIf an extension of time for review is required,  written notice of the extension\nshall be furnished to the Participant,  beneficiary,  or the  representative  of\nsuch  Participant  or  beneficiary  prior to the  commencement  of the extension\nperiod.\n\n         6.4 EMPLOYER TO SUPPLY INFORMATION.  The Employer shall supply full and\ntimely information to the Committee,  including, but not limited to, information\nrelating to each Participant's  compensation,  age, retirement,  death, or other\ncause of  termination  of  employment  and  such  other  pertinent  facts as the\nCommittee may require. The Employer shall advise the Trustee, if any, of such of\nthe  foregoing  facts as are deemed  necessary  for the Trustee to carry out the\nTrustee's  duties  under  the  Plan  and the  Trust  Agreement.  When  making  a\ndetermination  in connection  with the Plan, the Committee  shall be entitled to\nrely upon the aforesaid information furnished by the Employer.\n\n         6.5  INDEMNITY.  The Company  shall  indemnify  and hold  harmless each\nmember of the Committee against any and all expenses and liabilities arising out\nof his  administrative  functions or fiduciary  responsibilities,  including any\nexpenses  and  liabilities  that are caused by or result from an act or omission\nconstituting  the negligence of such member in the performance of such functions\nor  responsibilities,  but excluding expenses and liabilities that are caused by\nor result  from  such  member's  own gross  negligence  or  willful  misconduct.\nExpenses against which such member shall be indemnified hereunder shall include,\nwithout limitation,  the amounts of any settlement or judgment,  costs,  counsel\nfees,  and  related  charges  reasonably  incurred  in  connection  with a claim\nasserted or a proceeding brought or settlement thereof.\n\n\n\n\n                                      VII.\n\n                            ADMINISTRATION OF FUNDS\n\n         7.1 PAYMENT OF EXPENSES. All expenses incident to the administration of\nthe Plan and Trust,  including  but not limited to, legal,  accounting,  Trustee\nfees,  and expenses of the  Committee,  may be paid by the Employer  and, if not\npaid by the Employer, shall be paid by the Trustee from the Trust Fund, if any.\n\n         7.2   TRUST   FUND   PROPERTY.   All   income,   profits,   recoveries,\ncontributions,  forfeitures and any and all moneys, securities and properties of\nany kind at any time received or held by the Trustee,  if any, shall be held for\ninvestment  purposes  as a  commingled  Trust Fund  pursuant to the terms of the\nTrust  Agreement.  The Committee shall maintain one or more Accounts in the name\nof each Participant, but the maintenance of an Account designated as the Account\nof a Participant  shall not mean that such  Participant  shall have a greater or\nlesser  interest  than  that due him by  operation  of the Plan and shall not be\nconsidered as segregating any funds or property from any other funds or property\ncontained in the  commingled  fund. No  Participant  shall have any title to any\nspecific asset in the Trust Fund, if any.\n\n\n\n                                     VIII.\n\n                               NATURE OF THE PLAN\n\n         The  Employer  intends  and  desires  by the  adoption  of the  Plan to\nrecognize  the  value  to the  Employer  of the  past and  present  services  of\nemployees  covered  by the Plan and to  encourage  and  assure  their  continued\nservice with the  Employer by making more  adequate  provision  for their future\nretirement security.  The Plan is intended to constitute an unfunded,  unsecured\nplan of  deferred  compensation  for a select  group  of  management  or  highly\ncompensated  employees of the Employer.  Plan benefits herein provided are to be\npaid out of the Employer's  general assets.  The Plan constitutes a mere promise\nby the Employers to make benefit  payments in the future and  Participants  have\nthe  status of  general  unsecured  creditors  of the  Employers.  Nevertheless,\nsubject to the terms hereof and of the Trust  Agreement,  if any, the Employers,\nor the Company on behalf of the Employers,  may transfer money or other property\nto the Trustee and the Trustee shall pay Plan benefits to Participants and their\nbeneficiaries out of the Trust Fund.\n\n         The  Committee,  in its sole  discretion,  may  establish the Trust and\ndirect the  Employers to enter into the Trust  Agreement and adopt the Trust for\npurposes of the Plan. In such event, the Employers shall remain the owner of all\nassets in the Trust Fund and the  assets  shall be subject to the claims of each\nEmployer's  creditors  if such  Employer  ever becomes  insolvent.  For purposes\nhereof,  an Employer  shall be  considered  'insolvent'  if (a) the  Employer is\nunable to pay its debts as they become due, or (b) the  Employer is subject to a\npending  proceeding as a debtor under the United Sates  Bankruptcy  Code (or any\nsuccessor federal statute).  The chief executive officer of the Employer and its\nboard of  directors  shall have the duty to inform the Trustee in writing if the\nEmployer becomes  insolvent.  Such notice given under the preceding  sentence by\nany  party  shall  satisfy  all of the  parties'  duty to give  notice.  When so\ninformed,  the Trustee shall suspend  payments to the  Participants and hold the\nassets for the  benefit of the  Employer's  general  creditors.  If the  Trustee\nreceives a written allegation that the Employer is insolvent,  the Trustee shall\nsuspend  payments to the Participants and hold the Trust Fund for the benefit of\nthe  Employer's  general  creditors,  and  shall  determine  within  the  period\nspecified  in the Trust  Agreement  whether the  Employer is  insolvent.  If the\nTrustee determines that the Employer is not insolvent,  the Trustee shall resume\npayments to the  Participants.  No  Participant  or  beneficiary  shall have any\npreferred claim to, or any beneficial  ownership  interest in, any assets of the\nTrust Fund.\n\n\n\n                                      IX.\n\n                            PARTICIPATING EMPLOYERS\n\n         The Committee may designate any entity or organization  eligible by law\nto  participate in this Plan as an Employer by written  instrument  delivered to\nthe  Secretary  of  the  Company  and  the  designated  Employer.  Such  written\ninstrument  shall specify the effective date of such  designated  participation,\nmay incorporate  specific provisions relating to the operation of the Plan which\napply to the designated  Employer only and shall become,  as to such  designated\nEmployer and its employees,  a part of the Plan. Each designated  Employer shall\nbe conclusively presumed to have consented to its designation and to have agreed\nto be bound by the terms of the Plan and any and all amendments thereto upon its\nsubmission  of  information  to the  Committee  required by the terms of or with\nrespect  to the  Plan;  provided,  however,  that  the  terms of the Plan may be\nmodified so as to increase the  obligations of an Employer only with the consent\nof such  Employer,  which  consent shall be  conclusively  presumed to have been\ngiven by such Employer upon its  submission of any  information to the Committee\nrequired by the terms of or with respect to the Plan.  Except as modified by the\nCommittee  in its  written  instrument,  the  provisions  of this Plan  shall be\napplicable  with  respect  to each  Employer  separately,  and  amounts  payable\nhereunder   shall  be  paid  by  the  Employer   which  employs  the  particular\nParticipant, if not paid from the Trust Fund.\n\n\n                                       X.\n\n                                 MISCELLANEOUS\n\n         10.1 NOT CONTRACT OF  EMPLOYMENT.  The adoption and  maintenance of the\nPlan shall not be deemed to be a contract between the Employer and any person or\nto be consideration  for the employment of any person.  Nothing herein contained\nshall be deemed to give any person the right to be retained in the employ of the\nEmployer or to restrict the right of the Employer to discharge any person at any\ntime nor shall the Plan be deemed to give the  Employer the right to require any\nperson to remain in the employ of the Employer or to restrict any person's right\nto terminate his employment at any time.\n\n         10.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Participant or\nhis  beneficiary  or  beneficiaries  hereunder  may  not be  sold,  transferred,\nassigned, or encumbered in any manner, either voluntarily or involuntarily,  and\nany  attempt  so  to  anticipate,  alienate,  sell,  transfer,  assign,  pledge,\nencumber,  or charge the same shall be null and void; neither shall the benefits\nhereunder  be  liable  for or  subject  to the  debts,  contracts,  liabilities,\nengagements  or torts of any person to whom such  benefits or funds are payable,\nnor shall they be an asset in bankruptcy or subject to  garnishment,  attachment\nor other legal or equitable proceedings.\n\n         10.3  WITHHOLDING.  All deferrals  and payments  provided for hereunder\nshall be subject to  applicable  withholding  and other  deductions  as shall be\nrequired of the Employer under any applicable local, state or federal law.\n\n         10.4 AMENDMENT AND  TERMINATION.  The  Compensation  Committee may from\ntime to time, in its  discretion,  amend, in whole or in part, any or all of the\nprovisions of the Plan;  provided,  however,  that no amendment may be made that\nwould  impair  the rights of a  Participant  with  respect  to  amounts  already\nallocated to his Account.  The Compensation  Committee may terminate the Plan at\nany  time.  In  the  event  that  the  Plan  is  terminated,  the  balance  in a\nParticipant's  Account  shall  be  paid to such  Participant  or his  designated\nbeneficiary in a single lump sum payment of cash (or shares of Company Stock, if\napplicable,  pursuant to the provisions of Section 5.9) in full  satisfaction of\nall  of  such  Participant's  or  beneficiary's  benefits  hereunder.  Any  such\namendment  to or  termination  of the Plan shall be in writing  and signed by an\nmember of the Compensation Committee.\n\n         10.5 SEVERABILITY.  If any provision of this Plan shall be held illegal\nor invalid for any reason,  said  illegality or invalidity  shall not affect the\nremaining  provisions hereof;  instead,  each provision shall be fully severable\nand the Plan  shall be  construed  and  enforced  as if said  illegal or invalid\nprovision had never been included herein.\n\n         10.6 GOVERNING LAWS.  All  provisions  of  the  Plan shall be construed\nin accordance with the laws of Texas except to  the  extent preempted by federal\nlaw.\n\n\n\n\n         EXECUTED this ______ day of ______________________, 1994.\n\n\n\n                                                             HALLIBURTON COMPANY\n\n\n\n                                                                             By:\n                                                            Thomas H. Cruikshank\n                                                       Chairman of the Board and\n                                                         Chief Executive Officer\n\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":[9539,9542],"class_list":["post-38801","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38801","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=38801"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38801"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38801"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38801"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}