{"id":39822,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-brown-amp-root-services-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-brown-amp-root-services-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-brown-amp-root-services-corp.html","title":{"rendered":"Executive Employment Agreement &#8211; Brown &#038; Root Services Corp., Halliburton Co. and R. Randall Harl"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n     This Executive Employment Agreement  (\"Agreement\"),  is entered into by and\nbetween Brown &amp; Root Services Corporation  (\"Employer\"),  Halliburton Company, a\nDelaware corporation (\"Halliburton\"),  and R. Randall Harl, (\"Employee\"),  to be\neffective on September 29, 1998 (the \"Effective Date\").\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Employee is currently employed by Employer; and\n\n     WHEREAS,  Employer is desirous of  continuing  the  employment  of Employee\nafter the  Effective  Date  pursuant  to the terms  and  conditions  and for the\nconsideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of\ncontinuing in the employ of Employer  pursuant to such terms and  conditions and\nfor such consideration.\n\n     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,\nand obligations  contained herein,  Employer,  Halliburton and Employee agree as\nfollows:\n\nARTICLE 1: EMPLOYMENT AND DUTIES:\n\n     1.1. Employer agrees to employ Employee, and Employee agrees to be employed\nby Employer, beginning as of the Effective Date and continuing until the date of\ntermination  of Employee's  employment  pursuant to the  provisions of Article 3\n(the \"Term\"), subject to the terms and conditions of this Agreement.\n\n     1.2. Beginning  as of the  Effective  Date,  Employee  shall be employed as\nPresident  - Brown &amp; Root  Services.  Employee  agrees to serve in the  assigned\nposition or in such other executive  capacities as may be requested from time to\ntime by  Employer  and to  perform  diligently  and to the  best  of  Employee's\nabilities the duties and services  appertaining  to such positions as reasonably\ndetermined  by Employer,  as well as such  additional  or  different  duties and\nservices  appropriate to such positions  which Employee from time to time may be\nreasonably directed to perform by Employer.\n\n     1.3. Employee  shall  at  all  times  comply  with and be  subject  to such\npolicies and  procedures as  Halliburton  or Employer may establish from time to\ntime,  including,  without limitation,  the Halliburton Company Code of Business\nConduct (the \"Code of Business Conduct\").\n\n     1.4. Employee  shall,  during  the  period  of  Employee's  employment   by\nEmployer,  devote Employee's full business time, energy, and best efforts to the\nbusiness  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or\nindirectly, in any other business,  investment, or activity that interferes with\nEmployee's  performance  of  Employee's  duties  hereunder,  is  contrary to the\ninterest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,\nincluding Employer (collectively, the \"Halliburton Entities\" or, individually, a\n\"Halliburton  Entity\"),  or  requires  any  significant  portion  of  Employee's\nbusiness time. The foregoing  notwithstanding,  the parties  recognize and agree\nthat  Employee may engage in passive  personal  investments  and other  business\n\n\nactivities  which  do  not  conflict  with  the  business  and  affairs  of  the\nHalliburton  Entities or interfere  with  Employee's  performance  of his or her\nduties hereunder. Employee may not serve on the board of directors of any entity\nother than a Halliburton  Entity during the Term without the approval thereof in\naccordance with  Halliburton's  policies and procedures  regarding such service.\nEmployee  shall be  permitted to retain any  compensation  received for approved\nservice on any unaffiliated corporation's board of directors.\n\n     1.5. Employee  acknowledges and agrees  that Employee owes a fiduciary duty\nof loyalty, fidelity and allegiance to act at all times in the best interests of\nthe  Employer and the other  Halliburton  Entities and to do no act which would,\ndirectly  or  indirectly,  injure  any such  entity's  business,  interests,  or\nreputation.  It is agreed that any direct or indirect  interest  in,  connection\nwith,  or  benefit  from  any  outside   activities,   particularly   commercial\nactivities,  which interest might in any way adversely affect  Employer,  or any\nHalliburton  Entity,  involves a possible conflict of interest.  In keeping with\nEmployee's fiduciary duties to Employer, Employee agrees that Employee shall not\nknowingly  become  involved  in a conflict  of  interest  with  Employer  or the\nHalliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to\ncontinue.  Moreover,  Employee  shall not  engage in any  activity  which  might\ninvolve a possible  conflict of interest  without  first  obtaining  approval in\naccordance with Halliburton's policies and procedures.\n\n     1.6 Nothing contained herein shall be construed to preclude the transfer of\nEmployee's  employment to another Halliburton Entity (\"Subsequent  Employer\") as\nof, or at any time  after,  the  Effective  Date and no such  transfer  shall be\ndeemed to be a  termination  of  employment  for  purposes  of Article 3 hereof;\nprovided,  however,  that,  effective  with  such  transfer,  all of  Employer's\nobligations  hereunder  shall be  assumed  by and be  binding  upon,  and all of\nEmployer's  rights hereunder shall be assigned to, such Subsequent  Employer and\nthe defined term \"Employer\" as used herein shall thereafter be deemed amended to\nmean such Subsequent  Employer.  Except as otherwise  provided above, all of the\nterms and conditions of this Agreement, including without limitation, Employee's\nrights and  obligations,  shall remain in full force and effect  following  such\ntransfer of employment.\n\nARTICLE 2: COMPENSATION AND BENEFITS:\n\n     2.1. Employee's base salary during the Term shall be not less than $325,000\nper annum which shall be paid in accordance with the Employer's standard payroll\npractice for its  executives.  Employee's base salary may be increased from time\nto time with the approval of the Compensation  Committee of Halliburton's  Board\nof Directors (the \"Compensation Committee\") or its delegate, as applicable. Such\nincreased  base salary shall become the minimum base salary under this Agreement\nand may not be decreased thereafter without the written consent of Employee.\n\n     2.2. During the Term,  Employee shall participate in the Halliburton Annual\nPerformance  Pay Plan, or any successor  annual  incentive  plan approved by the\nCompensation Committee;  provided,  however, that all determinations relating to\n\n                                       2\n\n\nEmployee's participation,  including,  without limitation, those relating to the\nperformance  goals  applicable to Employee and Employee's level of participation\nand payout  opportunity,  shall be made in the sole  discretion of the person or\ncommittee to whom such authority has been granted pursuant to such plan's terms.\n\n     2.3 Halliburton shall grant to Employee under the Halliburton  Company 1993\nStock  and  Long-Term   Incentive  Plan  (the  \"1993  Plan\")  15,000  shares  of\nHalliburton's common stock subject to restrictions.\n\n     2.4. During the  Term,  Employer  shall pay or  reimburse  Employee for all\nactual,  reasonable and customary expenses incurred by Employee in the course of\nhis or her  employment;  including,  but not limited to, travel,  entertainment,\nsubscriptions  and dues associated with Employee's  membership in  professional,\nbusiness and civic  organizations;  provided that such expenses are incurred and\naccounted for in accordance with Employer's applicable policies and procedures.\n\n     2.5. While employed by Employer,  Employee shall be allowed to participate,\non the same basis  generally as other  executive  employees of Employer,  in all\ngeneral  employee  benefit  plans  and  programs,   including   improvements  or\nmodifications  of the same,  which on the Effective  Date or thereafter are made\navailable  by  Employer  to all or  substantially  all of  Employer's  similarly\nsituated executive  employees.  Such benefits,  plans, and programs may include,\nwithout limitation, medical, health, and dental care, life insurance, disability\nprotection,   and  qualified  and  non-qualified  retirement  plans.  Except  as\nspecifically  provided  herein,  nothing in this Agreement is to be construed or\ninterpreted to increase or alter in any way the rights, participation, coverage,\nor benefits  under such  benefit  plans or programs  than  provided to similarly\nsituated  executive  employees  pursuant  to the  terms and  conditions  of such\nbenefit  plans and  programs.  While  employed by  Employer,  Employee  shall be\neligible to receive  awards under the 1993 Plan or any  successor  stock-related\nplan adopted by Halliburton's Board of Directors;  provided,  however,  that the\nforegoing shall not be construed as a guarantee with respect to the type, amount\nor frequency of such awards,  if any,  such  decisions  being solely  within the\ndiscretion of the Compensation Committee or its delegate, as applicable.\n\n     2.6. Except  as  otherwise   provided  in  Section  2.2   hereof,   neither\nHalliburton  nor  Employer  shall by reason of this  Article 2 be  obligated  to\ninstitute,  maintain, or refrain from changing,  amending or discontinuing,  any\nincentive  compensation,  employee  benefit or stock or stock option  program or\nplan,  so long as such actions are  similarly  applicable  to covered  employees\ngenerally.\n\n     2.7. Employer may  withhold  from any  compensation,  benefits,  or amounts\npayable under this Agreement all federal,  state, city, or other taxes as may be\nrequired pursuant to any law or governmental regulation or ruling.\n\n                                       3\n\n\nARTICLE 3:        TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:\n\n     3.1. Employee's  employment with  Employer shall be terminated (i) upon the\ndeath of Employee,  (ii) upon Employee's  Retirement (as defined  below),  (iii)\nupon Employee's  Permanent Disability (as defined below), or (iv) at any time by\nEmployer  upon notice to Employee,  or by Employee upon thirty (30) days' notice\nto Employer, for any or no reason.\n\n     3.2. If  Employee's  employment  is  terminated  by  reason  of any of the\nfollowing circumstances,  Employee shall not be entitled to receive the benefits\nset forth in Section 3.3 hereof:\n\n     (i)  Death.\n\n    (ii)  Retirement. \"Retirement\"  shall mean either (a) Employee's  retirement\n          at or after normal  retirement age (either voluntarily or  pursuant to\n          Halliburton's  retirement policy) or (b) the voluntary  termination of\n          Employee's employment by Employee in accordance with  Employer's early\n          retirement policy for other than Good Reason (as defined below).\n\n   (iii)  Permanent Disability. \"Permanent  Disability\"  shall  mean  Employee's\n          physical or mental incapacity to perform his or her usual  duties with\n          such  condition likely  to  remain  continuously  and  permanently  as\n          determined by the Compensation Committee.\n\n    (iv)  Voluntary   Termination.  \"Voluntary   Termination\"   shall   mean   a\n          termination of employment in the  sole discretion and  at the election\n          of Employee for other than Good Reason. \"Good Reason\" shall mean (a) a\n          termination of employment by Employee  because of a material breach by\n          Employer of  any material  provision of  this Agreement which  remains\n          uncorrected for thirty (30)  days following  notice of  such breach by\n          Employee  to Employer, provided  such termination occurs  within sixty\n          (60)  days  after  the  expiration  of  the  notice  period  or  (b) a\n          termination of employment by Employee  within six (6)  months after  a\n          material reduction in Employee's rank or responsibility with Employer.\n\n     (v)  Termination  for  Cause.   Termination  of  Employee's  employment  by\n          Employer  for Cause.  \"Cause\" shall  mean any  of the  following:  (a)\n          Employee's gross  negligence or willful  misconduct in the performance\n          of the duties  and  services  required of  Employee pursuant  to  this\n          Agreement, (b) Employee's final conviction of a felony, (c) a material\n          violation of  the Code of Business  Conduct or (d) Employee's material\n          breach  of any  material  provision of  this Agreement  which  remains\n          uncorrected  for thirty (30) days following  notice of such breach  to\n          Employee by  Employer. Determination as to whether or not Cause exists\n\n                                       4\n\n\n          for  termination  of  Employee's  employment   will  be  made  by  the\n          Compensation Committee.\n\n     In the event Employee's employment is terminated under any of the foregoing\ncircumstances,  all future  compensation to which Employee is otherwise entitled\nand all future benefits for which Employee is eligible shall cease and terminate\nas of the date of termination,  except as specifically  provided in this Section\n3.2.  Employee,  or his or her estate in the case of Employee's death,  shall be\nentitled to pro rata base salary through the date of such  termination and shall\nbe entitled to any individual bonuses or individual  incentive  compensation not\nyet paid but payable under Employer's or Halliburton's  plans for years prior to\nthe year of Employee's  termination of employment,  but shall not be entitled to\nany bonus or incentive  compensation  for the year in which he or she terminates\nemployment or any other payments or benefits by or on behalf of Employer  except\nfor  those  which  may  be  payable  pursuant  to the  terms  of  Employer's  or\nHalliburton's  employee benefit plans (as defined in Section 3.4), stock,  stock\noption or incentive plans, or the applicable agreements underlying such plans.\n\n     3.3 If Employee's employment is terminated by Employer for any reason other\nthan as set forth in Section 3.2 above Employee shall be entitled to each of the\nfollowing:\n\n     (i)  To the extent not otherwise  specifically  provided in any  underlying\n          restricted  stock agreements,  all shares of Halliburton  common stock\n          previously  granted to Employee under  the Halliburton  Company Career\n          Executive Incentive Stock Plan, the 1993  Plan, and any  similar  plan\n          adopted by Halliburton in the future, which at the date of termination\n          of employment are subject  to restrictions (the  \"Restricted  Shares\")\n          will  be  treated  in a  manner  consistent  with  Halliburton's  past\n          practices for treatment of Restricted  Shares held by executives whose\n          employment was involuntarily  terminated  by a Halliburton  Entity for\n          reasons other  than Cause, which,  in  most  instances, have  been  to\n          forfeit the  Restricted  Shares  and pay to such  executive a lump sum\n          cash payment equal to the value of the Restricted Shares (based on the\n          closing  price  of  Halliburton  common  stock  on the  New York Stock\n          Exchange on the date of termination of  employment);  although in some\n          cases,  Halliburton  has, in  lieu  of, or  in  combination  with, the\n          foregoing and in its discretion, caused  the  forfeiture  restrictions\n          with respect to all or a portion of the Restricted Shares to lapse and\n          provided for the retention of such shares by such executive.\n\n    (ii)  Subject  to the  provisions of  Section  3.4, Employer  shall  pay  to\n          Employee a  severance benefit  consisting of  a single  lump sum  cash\n          payment equal to two years' of Employee's base salary as in  effect at\n          the  date of  Employee's  termination  of employment.  Such  severance\n          benefit  shall  be  paid  no  later  than  sixty  (60) days  following\n          Employee's termination of employment.\n\n                                       5\n\n\n   (iii)  Employee  shall be  entitled to  any individual  bonuses or individual\n          incentive  compensation not yet paid  but payable  under Employer's or\n          Halliburton's  plans  for  years  prior  to  the  year  of  Employee's\n          termination of employment. Such amounts shall be paid to Employee in a\n          single lump sum cash payment no later  than sixty (60) days  following\n          Employee's termination of employment.\n\n    (iv)  Employee  shall be  entitled to  any individual  bonuses or individual\n          incentive compensation under Employer's or Halliburton's plans for the\n          year of Employee's termination of employment determined as if Employee\n          had  remained employed  by  the Employer  for the  entire  year.  Such\n          amounts shall be  paid to  Employee at the  time that such amounts are\n          paid  to similarly  situated employees except  that no portion of such\n          amounts shall be deferred to future years.\n\n     3.4. The severance  benefit paid to Employee  pursuant to Section 3.3 shall\nbe in consideration of Employee's  continuing  obligations  hereunder after such\ntermination, including, without limitation, Employee's obligations under Article\n4. Further,  as a condition to the receipt of such severance benefit,  Employer,\nin its sole discretion,  may require Employee to first execute a release, in the\nform  established  by Employer,  releasing  Employer  and all other  Halliburton\nEntities, and their officers, directors, employees, and agents, from any and all\nclaims  and  from  any  and all  causes  of  action  of any  kind or  character,\nincluding,  but not limited  to, all claims and causes of action  arising out of\nEmployee's  employment with Employer and any other  Halliburton  Entities or the\ntermination of such employment.  The performance of Employer's obligations under\nSection 3.3 and the receipt of the  severance  benefit  provided  thereunder  by\nEmployee  shall  constitute  full  settlement  of all such  claims and causes of\naction.  Employee  shall not be under any duty or  obligation  to seek or accept\nother  employment  following a  termination  of  employment  pursuant to which a\nseverance  benefit  payment  under  Section  3.3 is owing  and the  amounts  due\nEmployee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee\naccepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed\nindividual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and\nexclusive  rights against the Employer or its affiliates and the Employer's sole\nand exclusive liability to Employee under this Agreement,  in contract,  tort or\notherwise,  for  the  termination  of his or her  employment  relationship  with\nEmployer.  Employee agrees that all disputes relating to Employee's  termination\nof  employment,  including,  without  limitation,  any  dispute as to \"Cause\" or\n\"Voluntary   Termination\"   and  any  claims  or  demands  against  Employer  or\nHalliburton  based upon  Employee's  employment  for any monies other than those\nspecified  in Section 3.3,  shall be resolved  through the  Halliburton  Dispute\nResolution  Plan as  provided in Section 5.6  hereof;  provided,  however,  that\ndecisions  as to  whether  \"Cause\"  exists  for  termination  of the  employment\nrelationship  with  Employee and whether and as of what date Employee has become\npermanently   disabled  are   delegated  to  the   Compensation   Committee  for\ndetermination  and any  dispute  of  Employee  with any such  decision  shall be\nlimited to whether the  Compensation  Committee  reached  such  decision in good\nfaith.  Nothing contained in this Article 3 shall be construed to be a waiver by\n\n                                       6\n\n\nEmployee of any benefits  accrued for or due Employee under any employee benefit\nplan (as such term is defined in the Employees'  Retirement  Income Security Act\nof 1974, as amended) maintained by Employer or Halliburton, except that Employee\nshall not be entitled to any severance  benefits  pursuant to any severance plan\nor program of the Employer or Halliburton.\n\n     3.5. Termination of the  employment  relationship  does not terminate those\nobligations  imposed  by  this  Agreement  which  are  continuing   obligations,\nincluding, without limitation, Employee's obligations under Article 4.\n\nARTICLE 4: OWNERSHIP  AND PROTECTION  OF INTELLECTUAL  PROPERTY AND CONFIDENTIAL\n           INFORMATION:\n\n     4.1. All  information,  ideas,  concepts,  improvements,  discoveries,  and\ninventions,  whether patentable or not, which are conceived,  made, developed or\nacquired  by  Employee,  individually  or in  conjunction  with  others,  during\nEmployee's  employment  by Employer  or any of its  affiliates  (whether  during\nbusiness  hours or otherwise  and whether on  Employer's  premises or otherwise)\nwhich relate to the business, products or services of Employer or its affiliates\n(including,  without  limitation,  all such  information  relating to  corporate\nopportunities,  research,  financial and sales data,  pricing and trading terms,\nevaluations, opinions,  interpretations,  acquisition prospects, the identity of\ncustomers  or their  requirements,  the  identity  of key  contacts  within  the\ncustomer's organizations or within the organization of acquisition prospects, or\nmarketing and merchandising  techniques,  prospective names, and marks), and all\nwritings or materials of any type embodying any of such items, shall be the sole\nand exclusive property of Employer or its affiliates, as the case may be.\n\n     4.2. Employee  acknowledges  that  the  businesses  of  Employer  and   its\naffiliates are highly  competitive and that their  strategies,  methods,  books,\nrecords, and documents,  their technical information  concerning their products,\nequipment,   services,   and  processes,   procurement  procedures  and  pricing\ntechniques,  the names of and other  information  (such as credit and  financial\ndata)  concerning  their  customers  and  business   affiliates,   all  comprise\nconfidential business information and trade secrets which are valuable, special,\nand unique  assets which  Employer or its  affiliates  use in their  business to\nobtain  a  competitive  advantage  over  their  competitors.   Employee  further\nacknowledges that protection of such confidential business information and trade\nsecrets  against  unauthorized  disclosure and use is of critical  importance to\nEmployer and its affiliates in maintaining their competitive position.  Employee\nhereby  agrees  that  Employee  will not, at any time during or after his or her\nemployment by Employer,  make any  unauthorized  disclosure of any  confidential\nbusiness information or trade secrets of Employer or its affiliates, or make any\nuse   thereof,   except  in  the   carrying   out  of  his  or  her   employment\nresponsibilities hereunder.  Confidential business information shall not include\ninformation  in the  public  domain  (but only if the same  becomes  part of the\npublic domain through a means other than a disclosure prohibited hereunder). The\nabove  notwithstanding,  a  disclosure  shall not be  unauthorized  if (i) it is\nrequired  by law or by a  court  of  competent  jurisdiction  or  (ii)  it is in\n\n                                       7\n\n\nconnection  with any judicial,  arbitration,  dispute  resolution or other legal\nproceeding in which  Employee's  legal rights and  obligations as an employee or\nunder this Agreement are at issue;  provided,  however,  that Employee shall, to\nthe extent  practicable  and  lawful in any such  events,  give prior  notice to\nEmployer  of his or her  intent  to  disclose  any  such  confidential  business\ninformation  in such  context  so as to  allow  Employer  or its  affiliates  an\nopportunity (which Employee will not oppose) to obtain such protective orders or\nsimilar relief with respect thereto as may be deemed appropriate.\n\n     4.3. All written materials, records, and other documents made by, or coming\ninto the possession of, Employee  during the period of Employee's  employment by\nEmployer which contain or disclose  confidential  business  information or trade\nsecrets of  Employer  or its  affiliates  shall be and remain  the  property  of\nEmployer, or its affiliates,  as the case may be. Upon termination of Employee's\nemployment  by Employer,  for any reason,  Employee  promptly  shall deliver the\nsame, and all copies thereof, to Employer.\n\n     4.4 For purposes of this  Article 4,  \"affiliates\"  shall mean  entities in\nwhich  Employer  or  Halliburton  has a 20% or more  direct or  indirect  equity\ninterest.\n\nARTICLE 5: MISCELLANEOUS:\n\n     5.1. Except as otherwise  provided  in Section 4.4 hereof,  for purposes of\nthis  Agreement,  the terms  \"affiliate\"  or  \"affiliated\"  means an entity  who\ndirectly,  or  indirectly  through  one or  more  intermediaries,  controls,  is\ncontrolled  by, or is under common  control with Employer or  Halliburton  or in\nwhich Employer or Halliburton or has a 50% or more equity interest.\n\n     5.2. For purposes of this Agreement,  notices and all other  communications\nprovided  for herein  shall be in writing  and shall be deemed to have been duly\ngiven when  received by or tendered to Employee,  Halliburton  or  Employer,  as\napplicable,  by pre-paid  courier or by United  States  registered  or certified\nmail, return receipt requested, postage prepaid, addressed as follows:\n\n     If to  Employer or  Halliburton, to  Halliburton Company  at  3600  Lincoln\n     Plaza, 500 North  Akard Street, Dallas, Texas 75201-3391, to the  attention\n     of the General Counsel.\n\n     If to Employee, to his or her last known personal residence.\n\n     5.3. This Agreement shall be governed by and construed and enforced, in all\nrespects in  accordance  with the law of the State of Texas,  without  regard to\nprinciples of conflicts of law,  unless  preempted by federal law, in which case\nfederal  law shall  govern;  provided,  however,  that the  Halliburton  Dispute\nResolution  Plan and the Federal  Arbitration  Act shall  govern in all respects\nwith regard to the resolution of disputes hereunder.\n\n                                       8\n\n\n\n     5.4. No failure by either  party  hereto at any time to give  notice of any\nbreach by the other party of, or to require  compliance  with,  any condition or\nprovision of this  Agreement  shall be deemed a waiver of similar or  dissimilar\nprovisions or conditions at the same or at any prior or subsequent time.\n\n     5.5. It is a desire and intent of the parties  that the terms,  provisions,\ncovenants,  and remedies contained in this Agreement shall be enforceable to the\nfullest  extent  permitted  by law. If any such term,  provision,  covenant,  or\nremedy of this Agreement or the application thereof to any person,  association,\nor entity or circumstances  shall, to any extent,  be construed to be invalid or\nunenforceable  in whole or in part,  then such  term,  provision,  covenant,  or\nremedy shall be construed in a manner so as to permit its  enforceability  under\nthe  applicable  law to the fullest  extent  permitted by law. In any case,  the\nremaining provisions of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances other than those to which they have been\nheld invalid or unenforceable, shall remain in full force and effect.\n\n     5.6. It is the  mutual  intention  of  the  parties  to  have  any  dispute\nconcerning this Agreement resolved out of court. Accordingly,  the parties agree\nthat any such dispute shall, as the sole and exclusive  remedy, be submitted for\nresolution through the Halliburton Dispute Resolution Plan;  provided,  however,\nthat the  Employer,  on its own behalf  and on behalf of any of the  Halliburton\nEntities,  shall be entitled to seek a  restraining  order or  injunction in any\ncourt of competent jurisdiction to prevent any breach or the continuation of any\nbreach of the  provisions  of Article 4 and Employee  hereby  consents that such\nrestraining  order or  injunction  may be granted  without the  necessity of the\nEmployer  posting any bond.  The parties  agree that the  resolution of any such\ndispute through such Plan shall be final and binding.\n\n     5.7. This  Agreement  shall  be  binding  upon and inure to the  benefit of\nEmployer,  to the extent  herein  provided,  Halliburton  and any other  person,\nassociation,  or  entity  which  may  hereafter  acquire  or  succeed  to all or\nsubstantially  all of the business or assets of Employer or  Halliburton  by any\nmeans  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or\notherwise.  Employee's  rights and obligations under this Agreement are personal\nand such rights,  benefits, and obligations of Employee shall not be voluntarily\nor involuntarily assigned,  alienated,  or transferred,  whether by operation of\nlaw or otherwise,  without the prior written consent of Employer,  other than in\nthe case of death or incompetence of Employee.\n\n     5.8.  Except for any stock option and restricted  stock  agreements and any\nagreements  pertaining to intellectual  property or confidential  information of\nEmployer or  Halliburton,  as the case may be, which  agreements  remain in full\nforce and effect, this Agreement replaces and merges any previous agreements and\ndiscussions  pertaining to the subject  matter  covered  herein.  This Agreement\nconstitutes  the entire  agreement  of the  parties  with regard to the terms of\nEmployee's  employment,  termination of employment and severance  benefits,  and\ncontains  all of  the  covenants,  promises,  representations,  warranties,  and\nagreements between the parties with respect to such matters.  Each party to this\n\n                                       9\n\n\nAgreement   acknowledges  that  no  representation,   inducement,   promise,  or\nagreement,  oral or written,  has been made by either  party with respect to the\nforegoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,\nstatement, or promise relating to the employment of Employee by Employer that is\nnot contained in this Agreement shall be valid or binding.  Any  modification of\nthis  Agreement  will be  effective  only if it is in writing and signed by each\nparty whose  rights  hereunder  are  affected  thereby,  provided  that any such\nmodification must be authorized or approved by the Compensation Committee or its\ndelegate, as appropriate.\n\n     IN WITNESS WHEREOF,  Employer,  Halliburton and Employee have duly executed\nthis Agreement in multiple originals to be effective on the Effective Date.\n\n                         BROWN &amp; ROOT SERVICES CORPORATION\n\n\n                         By:  \/s\/ Peter W. Arbour\n                            --------------------------------------------------\n                         Name:    Peter W. Arbour\n                         Title:   Vice President and Associate General Counsel\n\n\n                         HALLIBURTON COMPANY\n\n\n                         By:  \/s\/ David J. Lesar\n                            --------------------------------------------------\n                         Name:    David J. Lesar\n                         Title:   President and Chief Operating Officer\n\n\n                         EMPLOYEE\n\n\n                         \/s\/  Randy Harl       \n                         -----------------------------------------------------\n                         R. Randall Harl\n\n                                       10\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":[9539,9544],"class_list":["post-39822","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39822","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=39822"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39822"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39822"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39822"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}