{"id":39826,"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-dresser-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-dresser-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-dresser-industries-inc.html","title":{"rendered":"Executive Employment Agreement &#8211; Dresser Industries Inc., Halliburton Co. and John W. Kennedy"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n\n         This Executive Employment  Agreement (\"Agreement\"), is entered  into by\nand  between  Dresser  Industries,  Inc.  (\"Employer\"), Halliburton  Company,  a\nDelaware corporation (\"Halliburton\"), and John W. Kennedy, (\"Employee\"),  to  be\neffective  as  of 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,\ncovenants, and obligations contained herein, Employer,  Halliburton and Employee\nagree as follows:\n\nARTICLE 1: EMPLOYMENT AND DUTIES:\n\n         1.1.  Employer  agrees to employ  Employee,  and Employee  agrees to be\nemployed by Employer,  beginning as of the Effective Date and  continuing  until\nthe date of termination of Employee's  employment  pursuant to the provisions of\nArticle 3 (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\nChief Operating Officer - Brown &amp; Root Energy Services. Employee agrees to serve\nin the  assigned  position  or in  such  other  executive  capacities  as may be\nrequested  from time to time by Employer  and to perform  diligently  and to the\nbest of  Employee's  abilities  the duties  and  services  appertaining  to such\npositions as reasonably  determined by Employer,  as well as such  additional or\ndifferent duties and services  appropriate to such positions which Employee from\ntime to time may be reasonably 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\n\n\n\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\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\nduty of  loyalty,  fidelity  and  allegiance  to act at all  times  in the  best\ninterests of the Employer  and the other  Halliburton  Entities and to do no act\nwhich  would,  directly  or  indirectly,  injure  any  such  entity's  business,\ninterests, or reputation.  It is agreed that any direct or indirect interest in,\nconnection with, 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\ntransfer of Employee's  employment to another  Halliburton  Entity  (\"Subsequent\nEmployer\") as of, or at any time after,  the Effective Date and no such transfer\nshall be deemed to be a  termination  of  employment  for  purposes of Article 3\nhereof; provided, 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\n$300,000  per  annum  which  shall be paid in  accordance  with  the  Employer's\nstandard  payroll  practice for its  executives.  Employee's  base salary may be\nincreased from time to time with the approval of the  Compensation  Committee of\nHalliburton's Board of Directors (the \"Compensation Committee\") or its delegate,\n\n                                       2\n\n\nas  applicable.  Such increased base salary shall become the minimum base salary\nunder this  Agreement  and may not be decreased  thereafter  without the written\nconsent of Employee.\n\n         2.2.  Employee  shall be entitled to receive the bonus earned under the\nDresser Industries,  Inc. (\"Dresser\") 1998 Executive Incentive Compensation Plan\n(the \"Dresser EVA Plan\") for its fiscal year ended October 31, 1998,  based upon\nthe actual level of attainment of Dresser's established  performance targets for\nthe period ended October 31, 1998 or, if the actual level of performance  cannot\nbe  determined,  a  reasonable  estimate  thereof,  provided  he or she  remains\nemployed by the Employer during the entirety of such period. Such bonus shall be\npayable by Dresser in a single lump sum payment as soon as practicable following\nOctober 31, 1998.  For the period  November 1, 1998  through  December 31, 1998,\nEmployee  shall be entitled to a bonus in an amount  determined as follows:  (i)\nEmployee's base salary shall be multiplied by the same percentage of base salary\nas used in the calculation of Employee's bonus earned under the Dresser EVA Plan\nfor the period  ended  October 31, 1998 and (ii) the  product  thereof  shall be\nmultiplied  by  two-twelfths  (2\/12).  Beginning  January  1,  1999  and for the\nremainder of 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\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\n1993  Stock 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\nparticipate,  on the same  basis  generally  as  other  executive  employees  of\nEmployer,  in  all  general  employee  benefit  plans  and  programs,  including\nimprovements  or  modifications  of the  same,  which on the  Effective  Date or\nthereafter  are  made  available  by  Employer  to all or  substantially  all of\nEmployer's  similarly situated executive  employees.  Such benefits,  plans, and\nprograms may include, without limitation, medical, health, and dental care, life\ninsurance,  disability  protection,  and qualified and non-qualified  retirement\nplans. Except as specifically  provided herein,  nothing in this Agreement is to\nbe  construed  or  interpreted  to  increase  or  alter  in any way the  rights,\nparticipation,  coverage,  or benefits under such benefit plans or programs than\n\n                                       3\n\n\nprovided to similarly  situated  executive  employees  pursuant to the terms and\nconditions  of such  benefit  plans and  programs.  While  employed by Employer,\nEmployee  shall be  eligible  to  receive  awards  under  the  1993  Plan or any\nsuccessor  stock-related  plan  adopted  by  Halliburton's  Board of  Directors;\nprovided, however, that the foregoing shall not be construed as a guarantee with\nrespect to the type,  amount or frequency of such awards, if any, such decisions\nbeing  solely  within  the  discretion  of  the  Compensation  Committee  or its\ndelegate, as applicable.\n\n         2.6.  Except as  otherwise  provided  in  Section  2.2 and 2.8  hereof,\nneither  Halliburton nor Employer shall by reason of this Article 2 be obligated\nto institute, 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         2.8.  Halliburton  has  assumed  certain  obligations  with  respect to\ncertain plans  and programs  of Dresser  pursuant to  Section 7.09 of the Merger\nAgreement.  Halliburton  hereby  acknowledges  its  obligations to assume and\/or\nmaintain such plans and programs with respect to Employee in accordance with the\napplicable provisions of Section  7.09 of the Merger  Agreement.  In  connection\nwith the foregoing, the parties hereto specifically agree that, for purposes  of\nEmployee's  continuing   participation  in  Dresser's   Supplemental   Executive\nRetirement Program during the Term, Employee,  by virtue of his duties and title\nis and shall be deemed to be an \"executive.\"\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\nthe death 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\n                  retirement   at  or  after  normal   retirement   age  (either\n                  voluntarily or pursuant to Halliburton's retirement policy) or\n\n                                       4\n\n\n                  (b) the  voluntary  termination  of  Employee's  employment by\n                  Employee in accordance with Employer's early retirement policy\n                  for other than Good Reason (as defined below).\n\n         (iii)    Permanent  Disability.   \"Permanent   Disability\"  shall  mean\n                  Employee's physical or mental incapacity to perform his or her\n                  usual duties with such condition likely to remain continuously\n                  and permanently as 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\n                  election of Employee for other than Good Reason. \"Good Reason\"\n                  shall mean (a) a termination of employment by Employee because\n                  of a material breach by Employer of any material  provision of\n                  this Agreement which remains  uncorrected for thirty (30) days\n                  following  notice of such  breach  by  Employee  to  Employer,\n                  provided such termination  occurs within sixty (60) days after\n                  the  expiration of the notice  period or (b) a termination  of\n                  employment by Employee  within six (6) months after a material\n                  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:\n                  (a) Employee's gross  negligence or willful  misconduct in the\n                  performance  of the duties and  services  required of Employee\n                  pursuant to this Agreement, (b) Employee's final conviction of\n                  a felony,  (c) a material  violation  of the Code of  Business\n                  Conduct  or (d)  Employee's  material  breach of any  material\n                  provision of this  Agreement  which  remains  uncorrected  for\n                  thirty (30) days  following  notice of such breach to Employee\n                  by Employer.  Determination  as to whether or not Cause exists\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\nforegoing circumstances,  all future compensation to which Employee is otherwise\nentitled and all future  benefits for which Employee is eligible shall cease and\nterminate as of the date of termination, except as specifically provided in this\nSection 3.2.  Employee,  or his or her estate in the case of  Employee's  death,\nshall be entitled to pro rata base salary  through the date of such  termination\nand  shall  be  entitled  to any  individual  bonuses  or  individual  incentive\ncompensation not yet paid but payable under  Employer's or  Halliburton's  plans\nfor years prior to the year of Employee's  termination of employment,  but shall\nnot be entitled to any bonus or incentive  compensation for the year in which he\nor she  terminates  employment or any other payments or benefits by or on behalf\nof  Employer  except  for those  which may be payable  pursuant  to the terms of\nEmployer's,  Dresser's or  Halliburton's  employee  benefit plans (as defined in\nSection  3.4),  stock,  stock  option  or  incentive  plans,  or the  applicable\nagreements underlying such plans.\n\n                                       5\n\n\n         3.3.  If  Employee's  employment  is  terminated  by  Employer  for any\nreason  other than as  set forth in Section 3.2 above Employee shall be entitled\nto each of the following:\n\n         (i)      To the  extent not  otherwise  specifically  provided  in  any\n                  underlying   restricted  stock   agreements,  all   shares  of\n                  Halliburton common stock previously granted to Employee  under\n                  the 1993 Plan,  and any similar  plan  adopted by  Halliburton\n                  in the future, which at the date of termination of  employment\n                  are subject to restrictions (the \"Restricted Shares\")  will be\n                  treated  in a  manner  consistent  with   Halliburton's   past\n                  practices  for   treatment  of   Restricted  Shares   held  by\n                  executives whose employment was involuntarily  terminated by a\n                  Halliburton  Entity for  reasons other  than Cause,  which, in\n                  most  instances,  have been to forfeit the  Restricted  Shares\n                  and pay to such executive a lump sum cash payment equal to the\n                  value of the Restricted Shares (based on the closing  price of\n                  Halliburton common stock on the New York Stock Exchange on the\n                  date of  termination of  employment);  although in some cases,\n                  Halliburton  has,  in  lieu of, or in  combination  with,  the\n                  foregoing   and  in  its  discretion,  caused  the  forfeiture\n                  restrictions  with  respect   to  all  or  a  portion  of  the\n                  Restricted  Shares to lapse and  provided for the retention of\n                  such shares by such executive.\n\n         (ii)     Subject to the  provisions of Section 3.4,  Employer shall pay\n                  to Employee a severance  benefit  consisting  of a single lump\n                  sum cash payment equal to two years' of Employee's base salary\n                  as  in  effect  at  the  date  of  Employee's  termination  of\n                  employment. Such severance benefit shall be paid no later than\n                  sixty   (60)  days   following   Employee's   termination   of\n                  employment.\n\n         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual  incentive  compensation  not yet paid but  payable\n                  under Employer's or Halliburton's plans for years prior to the\n                  year of Employee's  termination  of  employment.  Such amounts\n                  shall be paid to Employee in a single lump sum cash payment no\n                  later than sixty (60) days following Employee's termination of\n                  employment.\n\n         (iv)     Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual   incentive   compensation   under   Employer's  or\n                  Halliburton's plans for the year of Employee's  termination of\n                  employment  determined as if Employee had remained employed by\n                  the Employer for the entire year.  Such amounts  shall be paid\n                  to  Employee  at the  time  that  such  amounts  are  paid  to\n                  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\nshall be in consideration of Employee's  continuing  obligations hereunder after\n\n                                       6\n\n\nsuch termination,  including,  without limitation,  Employee's obligations under\nArticle 4.  Further,  as a condition to the receipt of such  severance  benefit,\nEmployer,  in its sole  discretion,  may  require  Employee  to first  execute a\nrelease,  in the form established by Employer,  releasing Employer and all other\nHalliburton Entities, and their officers, directors, employees, and agents, from\nany and all  claims  and  from  any and all  causes  of  action  of any  kind or\ncharacter,  including,  but not  limited  to,  all  claims  and causes of action\narising out of Employee's  employment  with  Employer and any other  Halliburton\nEntities or the  termination of such  employment.  The performance of Employer's\nobligations  under Section 3.3 and the receipt of the severance benefit provided\nthereunder by Employee shall  constitute  full settlement of all such claims and\ncauses of action.  Employee shall not be under any duty or obligation to seek or\naccept other employment  following a termination of employment pursuant to which\na  severance  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\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  or any of the\nbenefits,  plans or programs  provided for in Section 2.8 hereof  maintained  by\nDresser,  except that Employee  shall not be entitled to any severance  benefits\npursuant to any severance plan or program of the Employer or Halliburton.\n\n         3.5.  Termination  of the  employment  relationship  does not terminate\nthose  obligations  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\n           CONFIDENTIAL 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\n\n                                       7\n\n\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\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\ncoming  into the  possession  of,  Employee  during  the  period  of  Employee's\nemployment  by  Employer  which  contain  or  disclose   confidential   business\ninformation or trade secrets of Employer or its  affiliates  shall be and remain\nthe  property  of  Employer,  or  its  affiliates,  as the  case  may  be.  Upon\ntermination  of  Employee's  employment  by Employer,  for any reason,  Employee\npromptly shall deliver the same, and all copies thereof, to Employer.\n\n                                       8\n\n\n\n         4.4.  For purposes of this Article 4, \"affiliates\"  shall mean entities\nin which  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\nof this 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, Halliburton or, as used\nin Section 5.8 hereof, Dresser or in which Employer,  Halliburton or, as used in\nSection 5.8 hereof, Dresser has a 50% or more equity interest.\n\n         5.2.  For   purposes  of  this   Agreement,   notices  and   all  other\ncommunications  provided  for herein  shall be in writing and shall be deemed to\nhave been duly given when  received by or tendered to Employee,  Halliburton  or\nEmployer,  as applicable,  by pre-paid courier or by United States registered or\ncertified mail, 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\n         attention of the General Counsel of Halliburton Company.\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,\nin all respects in accordance with the law of the State of Texas, without regard\nto principles of conflicts of law,  unless  preempted  by federal  law, in which\ncase federal 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         5.4.  No failure by either  party  hereto at any time to give notice of\nany breach by the other party of, or to require  compliance  with, any condition\nor provision 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,\nprovisions,  covenants,  and  remedies  contained  in this  Agreement  shall  be\nenforceable to the fullest extent permitted by law. If any such term, provision,\ncovenant,  or remedy of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances shall, to any extent, be construed to be\ninvalid  or  unenforceable  in whole  or in part,  then  such  term,  provision,\ncovenant,  or  remedy  shall  be  construed  in a  manner  so as to  permit  its\nenforceability  under the applicable law to the fullest extent permitted by law.\nIn any case,  the  remaining  provisions  of this  Agreement or the  application\n\n                                       9\n\n\nthereof to any person,  association, or entity or circumstances other than those\nto which they have been held  invalid  or  unenforceable,  shall  remain in full\nforce 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.  This Agreement  replaces and merges any previous  agreements  and\ndiscussions  pertaining to the subject  matter  covered  herein.  Further,  this\nAgreement  specifically  replaces and terminates that certain Employee Severance\nAgreement  between  Employee and Dresser  dated  February 25, 1998 and any other\nemployment-related  agreements  which  may be in  effect  between  Employee  and\nDresser or a Dresser affiliate.  This Agreement constitutes the entire agreement\nof the parties with regard to the terms of Employee's employment, termination of\nemployment and severance benefits, and contains all of the covenants,  promises,\nrepresentations,  warranties, and agreements between the parties with respect to\nsuch matters. Each party to this Agreement  acknowledges that no representation,\ninducement,  promise,  or  agreement,  oral or written,  has been made by either\nparty with respect to the foregoing  matters which is not embodied  herein,  and\nthat no agreement,  statement, or promise relating to the employment of Employee\nby Employer that is not contained in this  Agreement  shall be valid or binding.\nAny  modification  of this  Agreement will be effective only if it is in writing\nand signed by each party  whose rights hereunder  are affected thereby, provided\n\n                                       10\n\n\nthat any such modification must be authorized or  approved  by the  Compensation\nCommittee or its delegate, as appropriate.\n\n         IN  WITNESS  WHEREOF,  Employer,  Halliburton  and  Employee  have duly\nexecuted this  Agreement in multiple  originals to be effective on the Effective\nDate.\n\n\n                                 DRESSER INDUSTRIES, INC.\n\n\n                                 By: \/s\/ David J. Lesar\n                                    -------------------------------------------\n                                 Name:    David J. Lesar\n                                 Title:   Executive Vice President\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\/ John W. Kennedy\n                                 ----------------------------------------------\n                                     John W. Kennedy\n\n\n\n                                       11\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7356,7712],"corporate_contracts_industries":[9454,9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39826","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dresser-industries-inc","corporate_contracts_companies-halliburton-co","corporate_contracts_industries-manufacturing__industrial","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\/39826","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=39826"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39826"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39826"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39826"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}