{"id":38803,"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-co4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"elective-deferral-plan-halliburton-co4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/elective-deferral-plan-halliburton-co4.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 June 1, 1999\n\n\n\n\n                                TABLE OF CONTENTS\n                                -----------------\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\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 June 1, 1999:\n\n\n\n                                      (ii)\n\n\n\n                                       I.\n\n                          Definitions and Construction\n                          ----------------------------\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)      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<font size=\"2\">(5)      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(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\n\n                                      I-1\n\n\n\n\n<\/font>(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(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\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                                      II-1\n\n\n\n                                      III.\n\n                                 Account Credits\n                                 ---------------\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  Plan\nYear.  Notwithstanding  the  foregoing,  if an  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 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 the\nEmployer.  Base Salary deferrals made by a Participant shall be credited to such\nParticipant's  Account as of the date the Base Salary  deferred  would have been\nreceived by such  Participant in cash had no deferral been made pursuant to this\nSection. Except as provided in Paragraph (b), deferral elections for a Plan Year\npursuant 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\ndefer receipt  of an  integral  percentage  of  from  5% to  90%  of  his  Bonus\nCompensation, in 5% increments,  for any Plan Year. A Participant's  election to\ndefer receipt of a percentage of his Bonus  Compensation for any Plan Year shall\nbe made on or  before the last day of  the preceding Plan Year.  Notwithstanding\nthe foregoing, if  any individual initially becomes  a Participant other than on\nthe first day of a  Plan Year, such Participant's election to defer receipt of a\npercentage of his Bonus  Compensation  for such Plan  Year may be  made no later\nthan 30 days after he becomes a Participant,  but such election shall apply only\nto a  pro rata portion  of his Bonus Compensation  for such Plan Year based upon\n\n\n                                      III-1\n\n\n\nthe number  ofcomplete  months remaining in such Plan Year divided by twelve. If\nBonus  Compensation for a Plan Year is payable in more than one future Plan Year\nunder the applicable  bonus plan, a Participant  shall make a separate  election\nunder this Section with respect to such Bonus Compensation for each Plan Year in\nwhich such Bonus Compensation is payable. Bonus Compensation for a Plan Year not\ndeferred by a  Participant  pursuant to this  Section  shall be received by such\nParticipant  except as provided by any other plan  maintained  by the  Employer.\nDeferrals of Bonus  Compensation  under this Plan shall be made before  elective\ndeferrals or contributions of Bonus Compensation under any other plan maintained\nby the Employer.  Bonus  Compensation  deferrals made by a Participant  shall be\ncredited  to such  Participant's  Account as of the date the Bonus  Compensation\ndeferred would have been received by such  Participant had no deferral been made\npursuant to this Section 3.2.  Deferral  elections  for a Plan Year  pursuant to\nthis Section shall be irrevocable.\n\n         3.3      Earnings Credits. For  each Plan Year, a Participant's Account\nshall be  credited semi-annually  on June 30 and  December 31 with  an amount of\nearnings based  on  the weighted  average  balance  of such  Account during  the\npreceding six months and the Moody's corporate  bond  average  annual  yield for\nlong-term investment grade bonds during the six-month  period ended seven months\nprior to each semi-annual earnings credit date, plus 2%. (For example,  the rate\nearned for 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\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                                      IV-1\n\n\n\n                                       V.\n\n                               Payment of Benefits\n                               -------------------\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.  A Participant  may revise his election  regarding the time and form of\npayment of deferred  amounts,  but such revised  election shall not be effective\nuntil one year from the date of the revised election and shall be effective only\nif payment 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\nelection  made by  a Participant  pursuant  to  Article  III,  such  Participant\nshall elect  to commence  payment  of such  deferral and  the earnings  credited\nthereto on one of the 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\nelection  made by a Participant  pursuant to Article III, such Participant shall\nelect  the form of  payment with  respect to  such  deferral  and  the  earnings\ncredited thereto from 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  does  not  exceed  $50,000,  the\nCommittee may, in its sole discretion, pay such amounts in a lump sum.\n\n\n                                      V-1\n\n\n\n         5.4      Total  and  Permanent Disability.  If  a  Participant  becomes\ntotally and permanently disabled  while employed by the Employer, payment of the\namounts credited  to such  Participant's Account  shall commence  on  the  first\nbusiness day of the  second calendar  quarter following  the date the  Committee\nmakes a determination that the Participant is totally and permanently  disabled,\nin  the  form  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\nof the Plan, a Participant  shall be considered totally and permanently disabled\nif the Committee determines, based on a written medical  opinion  (unless waived\nby the Committee as unnecessary), that such Participant is permanently incapable\nof  performing  his job for physical or mental reasons.\n\n         5.5      Death. In the  event of  a Participant's death  at a time when\namounts are credited to such Participant's  Account,  such amounts shall be paid\nto such Participant'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,  his\n         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  is  no  administration  of  such\n         Participant's estate.\n\n         5.7      Other Termination of Employment. If  a  Participant terminates\nhis employment with the Employer before Retirement for a reason other than total\nand permanent 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\n\n\n                                      V-2\n\n\n\n\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 for  the  Company's  senior  indebtedness  falls  below BBB,  the\namounts credited to Participants' Accounts  shall be paid to the Participants in\na lump  sum within forty-five  days after  the date  of change  of  such  credit\nrating.\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\nbehalf of a 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         5.11     No Acceleration of Bonus Compensation.  The time of payment of\nany Bonus  Compensation  that the  Participant has elected to defer but that has\nnot  yet  been  credited  to  the  Participant's  Account  because it is not yet\npayable without regard  to the  deferral  shall not be  accelerated  as a result\nof  the  provisions  of this  Article.  If,  pursuant to the  provisions of this\nArticle, payment of such Bonus Compensation  would no longer be  deferred at the\ntime  it  becomes  payable,  such  Bonus  Compensation  shall  be  paid  to  the\nParticipant within  90 days  of the  date it  would have  been  payable  had the\nParticipant  not made a deferral election.\n\n\n                                       V-3\n\n\n\n                                       VI.\n\n                           Administration of the Plan\n                           --------------------------\n\n         6.1      Committee Powers and Duties. The general administration of the\nPlan shall 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 to\n         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 right\n         of any person to a benefit  under the Plan and to prescribe  procedures\n         to be followed by distributees in obtaining benefits 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\nshall  have any right to  vote or decide  upon  any  matter  relating  solely to\nhimself under the Plan (including, without limitation, Committee decisions under\nArticle II) or to vote in any case  in which his  individual  right to claim any\nbenefit  under  the  Plan  is  particularly involved. In  any  case in  which  a\nCommittee  member is so  disqualified to act  and the remaining  members  cannot\nagree, the Compensation Committee shall appoint a temporary substitute member to\n\n\n                                      VI-1\n\n\n\nexercise all the powers of the disqualified member concerning the matter in\nwhich he is disqualified.\n\n         6.3      Claims Review.  In any case in which a claim for Plan benefits\nof a  Participant or  beneficiary is  denied or  modified,  the Committee  shall\nfurnish written 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\n         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 contained\n         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\nfull and  timely information to the  Committee,  including, but not  limited to,\ninformation relating to each Participant's compensation, age, retirement, death,\nor  other cause of termination of  employment and such other  pertinent facts as\nthe  Committee may require.  The Employer shall  advise the  Trustee, if any, of\nsuch of the foregoing facts as are deemed necessary for the Trustee to carry out\nthe Trustee'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\n                                      VI-2\n\n\n\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                                      VI-3\n\n\n\n                                      VII.\n\n                             Administration of Funds\n                             -----------------------\n\n         7.1      Payment   of   Expenses.   All   expenses   incident   to  the\nadministration  of the  Plan and Trust,  including  but  not limited to,  legal,\naccounting,  Trustee  fees,  and expenses of the  Committee,  may be paid by the\nEmployer and, if not paid by the Employer, shall be paid by the Trustee from the\nTrust 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                                      VII-1\n\n\n\n\n                                      VIII.\n\n                               Nature of the Plan\n                               ------------------\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 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                                     VIII-1\n\n\n\n                                       IX.\n\n                             Participating Employers\n                             -----------------------\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                                      IX-1\n\n\n\n\n                                       X.\n\n                                  Miscellaneous\n                                  -------------\n\n         10.1     Not Contract of Employment.  The  adoption  and maintenance of\nthe Plan  shall not  be deemed to  be a  contract between  the Employer  and any\nperson or to be consideration  for the employment of any person.  Nothing herein\ncontained shall  be deemed to  give any person  the right to  be retained in the\nemploy of the Employer or to restrict the right of the Employer to discharge any\nperson at any  time nor shall the Plan be deemed to give the  Employer the right\nto require any person to remain in the employ of the Employer or to restrict any\nperson's right to terminate his employment at any time.\n\n         10.2     Alienation  of  Interest  Forbidden.   Except  as  hereinafter\nprovided, the  interest of  a Participant  or his  beneficiary or  beneficiaries\nhereunder may not be sold, transferred, assigned, or encumbered  in any  manner,\neither voluntarily or involuntarily, and any attempt so to anticipate, alienate,\nsell, transfer,  assign, pledge,  encumber, or charge the same shall be null and\nvoid;  neither  shall the  benefits  hereunder  be liable  for or subject to the\ndebts,  contracts, liabilities,  engagements or torts of any person to whom such\nbenefits or  funds are  payable,  nor  shall they be an asset in  bankruptcy  or\nsubject to garnishment, attachment or other legal or equitable proceedings. Plan\nprovisions to the contrary notwithstanding,  the Committee shall comply with the\nterms  and  provisions of  an  order  that  satisfies  the  requirements  for  a\n'qualified domestic relations  order' as such term is defined in  section 206(d)\n(3)(B)  of  the  Act,  including  an  order  that  requires  distributions to an\nalternate payee prior to a Participant's 'earliest retirement  age' as such term\nis defined in section 206(d)(3)(E)(ii) of the Act.\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 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\nillegal or  invalid for  any reason,  said illegality  or invalidity  shall  not\naffect the remaining  provisions hereof;  instead, each provision shall be fully\nseverable and the Plan shall be construed  and  enforced  as if said  illegal or\ninvalid provision had never been included herein.\n\n\n\n                                       X-1\n\n\n\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                                       X-2\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-38803","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\/38803","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=38803"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38803"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38803"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38803"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}