{"id":38802,"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-co3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"elective-deferral-plan-halliburton-co3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/elective-deferral-plan-halliburton-co3.html","title":{"rendered":"Elective Deferral Plan &#8211; Halliburton Co."},"content":{"rendered":"<pre>\n                       HALLIBURTON ELECTIVE DEFERRAL PLAN\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                             As Amended and Restated\n                            Effective January 1, 2000\n\n\n\n                                TABLE OF CONTENTS\nARTICLE                                                            PAGE\n\n\n\nI        -        Definitions and Construction                      I-1\n\nII       -        Participation                                    II-1\n\nIII      -        Account Credits                                 III-1\n\nIV       -        Withdrawals                                      IV-1\n\nV        -        Payment of Benefits                               V-1\n\nVI       -        Administration of the Plan                       VI-1\n\nVII      -        Administration of Funds                         VII-1\n\nVIII     -        Nature of the Plan                             VIII-1\n\nIX       -        Participating Employers                          IX-1\n\nX        -        Miscellaneous                                     X-1\n\n\n\n                                      (i)\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 (the 'Company'),  desiring to aid certain\nof its employees in making more adequate  provision  for their  retirement,  has\ndecided to adopt the following  Halliburton Elective Deferral Plan (the 'Plan');\nand\n\n         WHEREAS, the Plan has been amended in several respects, and the Company\ndesires to restate the Plan to include all prior amendments;\n\n         NOW  THEREFORE,  the  Plan is  hereby  restated  to  read  as  follows,\neffective as of January 1, 2000:\n\n\n\n                                      (ii)\n\n\n\n                                       I.\n\n                          Definitions and Construction\n\n     1.1 Definitions.  Where the following words and phrases appear in the Plan,\nthey shall have the  respective  meanings set forth below,  unless their context\nclearly 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)      Act: The Employee Retirement Income Security Act of 1974, as amended.\n\n(3)      Affiliate:  Any  entity  of  which an  aggregate  of 50% or more of the\n         ownership  interest  is owned of record or  beneficially,  directly  or\n         indirectly, by the Company or any other Affiliate.\n\n(4)      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(5)      Bonus  Compensation:  With respect to any  Participant for a Plan Year,\n         the amount  awarded under a bonus plan  maintained by the Employer that\n         is payable to the Participant in cash.\n\n(6)      Code:  The Internal Revenue Code of 1986, as amended.\n\n(7)      Compensation Committee:  The Compensation Committee of the Directors.\n\n(8)      Committee:  The administrative committee appointed by the  Compensation\n         Committee to administer the Plan.\n\n(9)      Company:  Halliburton Company.\n\n(10)     Directors:  The Board of Directors of the Company.\n\n(11)     Effective Date:  January 1, 1995.\n\n(12)     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\n\n                                      I-1\n\n\n\n(13)     Participant: Each individual who has been selected for participation in\n         the Plan and who has become a Participant pursuant to Article II.\n\n(14)     Plan: The  Halliburton Elective Deferral  Plan, as amended from time to\n         time.\n\n(15)     Plan Year:  The twelve-consecutive month period commencing January 1 of\n         each year.\n\n(16)     Retirement:  The date the  Participant  retires in accordance  with the\n         terms of his Employer's retirement policy as in effect at that time.\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\n                                      I-2\n\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 herein\nto the contrary,  an individual  who has become a Participant  in the Plan shall\ncease to be entitled to defer Base Salary  and\/or Bonus  Compensation  hereunder\neffective as of any date designated by the Committee.  Any such Committee action\nshall be communicated to the affected  individual prior to the effective date of\nsuch action.\n\n\n\n                                      II-1\n\n\n\n                                      III.\n\n                                 Account Credits\n\n     3.1 Base Salary Deferrals.\n\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  the  last  day  of  the  preceding\nPlan  Year.  Notwithstanding the foregoing,  if an individual initially  becomes\na Participant  other than on the  first day of  a Plan  Year, such Participant's\nelection to defer receipt of a percentage of his Base  Salary for such Plan Year\nmay be  made no later  than 30 days after  he becomes a  Participant,  but  such\nelection shall be prospective only. The reduction in a Participant's Base Salary\npursuant to his election shall be effected by Base Salary  reductions as of each\npayroll period within  the  election  period.  Base  Salary for a  Plan Year not\ndeferred  by a Participant  pursuant to this Paragraph shall be received by such\nParticipant in  cash, except as  provided by any  other plan  maintained by  the\nEmployer. Deferrals of Base Salary under this Plan shall be made before elective\ndeferrals  or contributions  of Base Salary under any other plan  maintained  by\nthe Employer.  Base Salary deferrals made by a Participant shall be credited  to\nsuch Participant's  Account as of the date the Base Salary  deferred  would have\nbeen received by such  Participant in cash had no deferral been made pursuant to\nthis Section. Except as provided in Paragraph (b), deferral elections for a Plan\nYear pursuant to this Section shall be irrevocable.\n\n         (b) A Participant shall be permitted to revoke  his  election  to defer\nreceipt of his Base  Salary  for any Plan Year in the event of an  Unforeseeable\nEmergency,  as determined by the Committee in its sole discretion.  For purposes\nof  the  Plan,  the  decision  of  the  Committee  regarding  the  existence  or\nnonexistence of an Unforeseeable  Emergency of a Participant  shall be final and\nbinding.   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 the last day of the preceding Plan Year.  Notwithstanding  the foregoing,\nif any individual initially becomes a Participant other than on the first day of\na Plan Year, such Participant's election to defer receipt of a percentage of his\nBonus Compensation for such Plan Year may be made no later than 30 days after he\nbecomes a Participant,  but such election shall apply only to a pro rata portion\nof his Bonus  Compensation  for such Plan Year based upon the number of complete\n\n\n\n                                     III-1\n\n\n\nmonths remaining in such Plan Year divided by twelve. If Bonus  Compensation for\na Plan Year is payable in more than one  future  Plan Year under the  applicable\nbonus plan, a Participant shall make a separate election under this Section with\nrespect  to such  Bonus  Compensation  for each  Plan Year in which  such  Bonus\nCompensation is payable.  Bonus  Compensation  for a Plan Year not deferred by a\nParticipant  pursuant to this  Section  shall be  received  by such  Participant\nexcept as provided by any other plan  maintained by the  Employer.  Deferrals of\nBonus  Compensation  under this Plan shall be made before elective  deferrals or\ncontributions  of Bonus  Compensation  under any other  plan  maintained  by the\nEmployer.  Bonus Compensation  deferrals made by a Participant shall be credited\nto such  Participant's  Account as of the date the Bonus  Compensation  deferred\nwould have been received by such  Participant had no deferral been made pursuant\nto this Section 3.2. Deferral elections for a Plan Year pursuant to this Section\nshall be irrevocable.\n\n\n     3.3 Earnings Credits. For each Plan Year, a Participant's  Account shall be\ncredited  semi-annually  on June 30 and  December  31 with an amount of earnings\nbased on the weighted  average  balance of such Account during the preceding six\nmonths  and the  Moody's  corporate  bond  average  annual  yield for  long-term\ninvestment  grade bonds during the six-month  period ended seven months prior to\neach  semi-annual  earnings credit date, plus 2%. (For example,  the rate earned\nfor the six  months  ended  December  31,  1995,  would be based on the  average\nMoody's rate for the six months  ended May 31, 1995,  plus 2%). So long as there\nis any balance in any Account,  such Account shall continue to receive  earnings\ncredits pursuant to this Section.\n\n\n\n                                     III-2\n\n\n\n                                       IV.\n\n                                   Withdrawals\n\n     Participants  shall be permitted to make  withdrawals from the Plan only in\nthe event of an Unforeseeable  Emergency,  as determined by the Committee in its\nsole  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                                      IV-1\n\n\n\n                                       V.\n\n                               Payment of Benefits\n\n     5.1 Payment Election Generally.  In conjunction with each deferral election\nmade by a Participant  pursuant to Article III for a Plan Year, such Participant\nshall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and the form of\npayment with  respect to such  deferral and the  earnings  credited  thereto.  A\nParticipant  may revise his election  regarding  the time and form of payment of\ndeferred  amounts,  but such revised  election shall not be effective  until one\nyear  from the date of the  revised  election  and  shall be  effective  only if\npayment  has not been made or  commenced  pursuant  to Section  5.2 prior to the\nexpiration of such one-year period.\n\n     5.2 Time of Benefit Payment. With respect to each deferral election made by\na Participant  pursuant to Article III, such Participant shall elect to commence\npayment  of  such  deferral  and the  earnings  credited  thereto  on one of the\nfollowing 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 made by\na Participant  pursuant to Article III, such Participant shall elect the form of\npayment with respect to such deferral and the earnings credited thereto from one\nof the following forms:\n\n         (a)   A lump sum; or\n\n         (b)   Installment payments for a period not to exceed ten 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  does  not  exceed  $50,000,  the\nCommittee may, in its sole discretion, pay such amounts in a lump sum.\n\n     5.4 Total and Permanent  Disability.  If a Participant  becomes totally and\npermanently  disabled  while  employed by the  Employer,  payment of the amounts\ncredited to such Participant's  Account shall commence on the first business day\n\n\n\n                                      V-1\n\n\n\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 are\ncredited  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  beneficiary\nor beneficiaries  to receive payment  of his benefit  in the event of his death.\nEach such  designation shall be  made by executing  the beneficiary  designation\nform prescribed  by the  Committee  and  filing  same  with the  Committee.  Any\nsuch designation may be changed at any time by execution of a new designation in\naccordance with this Section.\n\n         (b) If no such designation is on file with the Committee at the time of\nthe death of the Participant or such designation is not effective for any reason\nas determined by the Committee, then the designated beneficiary or beneficiaries\nto receive such benefit shall be as follows:\n\n             (1) If a  Participant leaves a  surviving spouse, his benefit shall\n     be paid to such surviving spouse;\n\n             (2) If a Participant  leaves no surviving spouse, his benefit shall\n     be paid to such Participant's executor or administrator, or to his heirs at\n     law if there is no administration of such 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.  For purposes of this Section,  transfers of employment  between and\namong the Company and its  Affiliates  shall not be considered a termination  of\nemployment.\n\n     5.8 Change in the Company's Credit Rating.  If the Standard &amp; Poor's rating\nfor the Company's senior  indebtedness  falls below BBB, the amounts credited to\n\n\n\n                                      V-2\n\n\n\nParticipants'  Accounts shall be paid to the  Participants  in a lump sum within\nforty-five days after the date of change of such credit rating.\n\n     5.9 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. All benefit payments shall be made in cash to the fullest\nextent practicable.\n\n     5.10 Unclaimed  Benefits.  In the case of a benefit  payable on behalf of a\nParticipant, if the Committee is unable to locate the Participant or beneficiary\nto whom such benefit is payable,  upon the  Committee's  determination  thereof,\nsuch benefit shall be forfeited to the Employer.  Notwithstanding the foregoing,\nif subsequent to any such forfeiture the Participant or beneficiary to whom such\nbenefit is payable makes a valid claim for such benefit,  such forfeited benefit\nshall be paid by the Employer or restored to the Plan by the Employer.\n\n     5.11 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                                      V-3\n\n\n\n                                       VI.\n\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  administration  of\n     the Plan that are not  inconsistent  with the terms and provisions  hereof,\n     and to  enforce  the  terms of  the Plan  and  the  rules  and  regulations\n     promulgated thereunder by the Committee;\n\n         (b) To construe in  its discretion  all terms,  provisions, conditions,\n     and limitations of the Plan;\n\n         (c) To correct any defect or to supply any omission or to reconcile any\n     inconsistency  that  may  appear  in the Plan  in such  manner and  to such\n     extent as it shall  deem in  its  discretion  expedient  to  effectuate the\n     purposes of the Plan;\n\n         (d) To employ and compensate such  accountants,  attorneys,  investment\n     advisors,  and other  agents,  employees,  and  independent  contractors as\n     the  Committee   may  deem  necessary  or  advisable  for  the  proper  and\n     efficient administration of the Plan;\n\n         (e) To  determine  in   its  discretion   all  questions   relating  to\n     eligibility;\n\n         (f) To determine whether and when  there  has been a  termination  of a\n     Participant's  employment  with  the  Employer,  and  the  reason  for such\n     termination;\n\n         (g) To make  a determination in  its discretion as  to the right of any\n     person  to a  benefit under the Plan  and to  prescribe  procedures  to  be\n     followed by distributees in obtaining benefits hereunder; and\n\n         (h) To receive and review reports from the Trustee as to the  financial\n     condition  of  the  Trust  Fund,  if  any,  including  its   receipts   and\n     disbursements.\n\n     6.2  Self-Interest of  Participants.  No member of the Committee shall have\nany right to vote or decide upon any matter relating solely to himself under the\nPlan (including, without limitation, Committee decisions under Article II) or to\nvote in any case in which his  individual  right to claim any benefit  under the\nPlan is  particularly  involved.  In any case in which a Committee  member is so\ndisqualified  to act and the remaining  members cannot agree,  the  Compensation\nCommittee shall appoint a temporary substitute member to exercise all the powers\nof the disqualified member concerning the matter in which he is disqualified.\n\n\n\n                                      VI-1\n\n\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  or\n     modification;\n\n         (b) Provide specific  reference to pertinent Plan provisions on   which\n     the denial or modification is based;\n\n         (c) Provide  a description  of any  additional material  or information\n     necessary for  the  Participant,  his  beneficiary,  or  representative  to\n     perfect  the claim and an  explanation  of why such material or information\n     is necessary; and\n\n         (d) Explain the Plan's  claim  review  procedure  as 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 member of\nthe Committee  against any and all expenses and  liabilities  arising out of his\nadministrative functions or fiduciary  responsibilities,  including any expenses\nand  liabilities  that  are  caused  by  or  result  from  an  act  or  omission\n\n\n\n                                      VI-2\n\n\n\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                                      VI-3\n\n\n\n                                      VII.\n\n                             Administration of Funds\n\n     7.1 Payment of Expenses. All expenses incident to the administration of the\nPlan and Trust, including but not limited to, legal,  accounting,  Trustee fees,\nand expenses of the  Committee,  may be paid by the Employer and, if not paid by\nthe Employer, shall be paid by the Trustee from the Trust Fund, if any.\n\n     7.2 Trust Fund Property. All income,  profits,  recoveries,  contributions,\nforfeitures and any and all moneys, securities and properties of any kind at any\ntime  received  or held by the  Trustee,  if any,  shall be held for  investment\npurposes  as a  commingled  Trust  Fund  pursuant  to the  terms  of  the  Trust\nAgreement. The Committee shall maintain one or more Accounts in the name of each\nParticipant,  but the  maintenance of an Account  designated as the Account of a\nParticipant  shall not mean that such Participant shall have a greater or lesser\ninterest  than that due him by operation of the Plan and shall not be considered\nas segregating any funds or property from any other funds or property  contained\nin the  commingled  fund.  No  Participant  shall have any title to any specific\nasset in the Trust Fund, if any.\n\n\n\n                                     VII-1\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 recognize\nthe value to the Employer of the past and present services of employees  covered\nby the Plan  and to  encourage  and  assure  their  continued  service  with the\nEmployer by making more adequate provision for their future retirement security.\nThe Plan is intended  to  constitute  an  unfunded,  unsecured  plan of deferred\ncompensation for a select group of management or highly compensated employees of\nthe Employer. Plan benefits herein provided are to be paid out of the Employer's\ngeneral  assets.  The Plan  constitutes  a mere promise by the Employers to make\nbenefit  payments  in the  future  and  Participants  have the status of general\nunsecured creditors of the Employers.  Nevertheless, subject to the terms hereof\nand of the Trust Agreement,  if any, the Employers,  or the Company on behalf of\nthe  Employers,  may  transfer  money or other  property  to the Trustee and the\nTrustee shall pay Plan benefits to Participants and their  beneficiaries  out of\nthe Trust Fund.\n\n     The Committee,  in its sole discretion,  may establish the Trust and direct\nthe Employers to enter into the Trust Agreement and adopt the Trust for purposes\nof the Plan. In such event,  the Employers  shall remain the owner of all assets\nin 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 States  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                                     VIII-1\n\n\n\n                                       IX.\n\n                             Participating Employers\n\n     The Committee may designate any entity or  organization  eligible by law to\nparticipate in this Plan as an Employer by written  instrument  delivered to the\nSecretary of the Company and the designated  Employer.  Such written  instrument\nshall  specify  the  effective  date  of  such  designated  participation,   may\nincorporate  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\n                                      IX-1\n\n\n\n                                       X.\n\n                                  Miscellaneous\n\n     10.1 Not Contract of Employment.  The adoption and  maintenance of the Plan\nshall not be deemed to be a contract  between the  Employer and any person or to\nbe  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.  Except as hereinafter provided, the\ninterest of a Participant or his beneficiary or beneficiaries  hereunder may not\nbe sold, transferred,  assigned, or encumbered in any manner, either voluntarily\nor involuntarily,  and any attempt so to anticipate,  alienate,  sell, transfer,\nassign,  pledge,  encumber,  or charge the same shall be null and void;  neither\nshall the benefits  hereunder be liable for or subject to the debts,  contracts,\nliabilities,  engagements  or torts of any person to whom such benefits or funds\nare payable, nor shall they be an asset in bankruptcy or subject to garnishment,\nattachment  or other legal or  equitable  proceedings.  Plan  provisions  to the\ncontrary  notwithstanding,  the  Committee  shall  comply  with  the  terms  and\nprovisions of an order that satisfies the requirements for a 'qualified domestic\nrelations  order' as such term is defined in  section  206(d)(3)(B)  of the Act,\nincluding an order that requires  distributions to an alternate payee prior to a\nParticipant's  'earliest  retirement  age' as such term is  defined  in  section\n206(d)(3)(E)(ii) of the Act.\n\n     10.3  Withholding.  All deferrals and payments provided for hereunder shall\nbe subject to applicable  withholding and other  deductions as shall be required\nof the Employer under any applicable local, state or federal law.\n\n     10.4 Amendment and Termination. The Compensation Committee may from time to\ntime,  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 in full  satisfaction of all of\nsuch Participant's or beneficiary's benefits hereunder. Any such amendment to or\ntermination  of the Plan  shall be in  writing  and  signed  by a member  of the\nCompensation Committee.\n\n     10.5  Severability.  If any provision of this Plan shall be held illegal or\ninvalid 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\n\n                                      X-1\n\n\n\n     10.6 Governing Laws.  All  provisions  of the Plan  shall be  construed  in\naccordance with the laws of Texas except to the extent preempted by federal law.\n\n\n\n                                      X-2\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-38802","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\/38802","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=38802"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38802"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38802"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38802"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}