{"id":39834,"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-halliburton-co-and-albert-o.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-albert-o","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-albert-o.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Albert O. Cornelison Jr."},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n         This Executive Employment Agreement  (\"Agreement\"), is entered  into by\nand between  Halliburton  Company  (\"Employer\" or  \"Halliburton\")  and Albert O.\nCornelison, Jr. (\"Employee\"), as of May 15, 2002 (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 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\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\nVice President and General Counsel of Employer.  Employee agrees to serve in the\nassigned position or in such other executive capacities as may be requested from\ntime to time 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  may  establish  from  time to  time,\nincluding,  without limitation, the Halliburton Company Code of Business Conduct\n(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  Employer  or any  of its  affiliated  subsidiaries  and  divisions\n(collectively,  the  \"Halliburton  Entities\" or,  individually,  a  \"Halliburton\nEntity\"),  or requires any significant  portion of Employee's business time. The\nforegoing  notwithstanding,  the parties  recognize  and agree that Employee may\nengage in passive  personal  investments and other business  activities which do\nnot  conflict  with the  business  and  affairs of the  Halliburton  Entities or\ninterfere with Employee's performance of his duties hereunder.  Employee may not\nserve on the board of directors of any entity  other than a  Halliburton  Entity\nduring the Term  without the  approval  thereof in  accordance  with  Employer's\n\n\n\npolicies and procedures  regarding such service.  Employee shall be permitted to\nretain any  compensation  received  for  approved  service  on any  unaffiliated\ncorporation'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 that might involve\na possible  conflict of interest without first obtaining  approval in accordance\nwith 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$332,000  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,\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. During the  Term, Employee  shall participate  in  the Halliburton\nAnnual  Performance Pay Plan, or any successor annual incentive plan approved by\nthe Compensation Committee;  provided, however, that all determinations relating\nto Employee's participation,  including,  without limitation,  those relating to\nthe  performance   goals   applicable  to  Employee  and  Employee's   level  of\nparticipation  and payout  opportunity,  shall be made in the sole discretion of\nthe person or committee to whom such authority has been granted pursuant to such\nplan's terms.\n\n         2.3. During the  Term, Employer shall pay or reimburse Employee for all\nactual,  reasonable and customary expenses incurred by Employee in the course of\nhis  employment;   including,   but  not  limited  to,  travel,   entertainment,\n\n                                       2\n\n\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         2.4. 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\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         2.5. Employer  shall not, 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         2.6. 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\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 written notice to Employee, or by Employee upon thirty (30) days'\nwritten notice to 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                (b)  the  voluntary  termination  of  Employee's  employment  by\n\n                                       3\n\n\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 usual\n                duties  with such condition likely  to remain  continuously  and\n                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  written   notice  of  such   breach  by  Employee  to\n                Employer,  provided  such  termination  occurs within sixty (60)\n                days  after  the  expiration  of  the  notice  period  or  (b) a\n                termination  of employment  by Employee  within six  (6)  months\n                after  a material reduction in Employee's rank or responsibility\n                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  written  notice of  such breach to\n                Employee  by Employer.  Determination as to whether or not Cause\n                exists  for  termination  of Employee's  employment will be made\n                by the 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 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  plans for  years  prior to the year of\nEmployee's termination of employment,  but shall not be entitled to any bonus or\nincentive  compensation  for the year in which he  terminates  employment or any\nother  payments or  benefits by or on behalf of Employer  except for those which\nmay be payable  pursuant to the terms of Employer's  employee  benefit plans (as\ndefined  in  Section  3.4),  stock,  stock  option or  incentive  plans,  or the\napplicable agreements underlying such plans.\n\n                                       4\n\n\n         3.3 If Employee's employment is  terminated by Employee for Good Reason\nor by  Employer  for any reason  other  than as set forth in  Section  3.2 above\nEmployee shall be entitled to each of the following:\n\n         (i)    To  the  extent  not  otherwise  specifically  provided  in  any\n                underlying restricted  stock  agreements,  Halliburton,  at  its\n                option  and in its  sole discretion,  shall either (a) cause all\n                shares  of   Halliburton  common  stock  previously  granted  to\n                Employee  under  the 1993 Plan,  and any similar plan adopted by\n                Halliburton  in the future,  which at the date of termination of\n                employment  are   subject  to  restrictions   (the   \"Restricted\n                Shares\") to  be  forfeited,  in  which  case, Employer  will pay\n                Employee  a lump  sum  cash  payment  equal to  the value of the\n                Restricted  Shares  (based on  the  closing price of Halliburton\n                common  stock on  the New  York Stock  Exchange on  the  date of\n                termination   of  employment);   or  (b)  cause  the  forfeiture\n                restrictions  with respect to the  Restricted  Shares  lapse and\n                such shares shall be retained by Employee.\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 employment.\n\n         (iii)  Employee  shall  be   entitled  to  any   individual   incentive\n                compensation  earned under  the  Halliburton  Annual Performance\n                Pay  Plan, or  any successor  annual incentive  plan approved by\n                the   Compensation   Committee,   for  the  year  of  Employee's\n                termination   of  employment   determined  as  if  Employee  had\n                remained  employed by  the Employer  for  the entire year.  Such\n                amounts  shall be paid to Employee at the time that such amounts\n                are paid to similarly situated employees.\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\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\n\n                                       5\n\n\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 employment  relationship  with Employer.\nEmployee  agrees  that  all  disputes  relating  to  Employee's  termination  of\nemployment,  including,  without  limitation,  any  dispute  as  to  \"Cause\"  or\n\"Voluntary  Termination\"  and any claims or demands against  Employer based upon\nEmployee's  employment for any monies other than those specified in Section 3.3,\nshall be resolved through the Halliburton Dispute Resolution Plan as provided in\nSection 5.6 hereof;  provided,  however,  that  decisions as to whether  \"Cause\"\nexists for termination of the employment  relationship with Employee and whether\nand as of what date  Employee has become  permanently  disabled are delegated to\nthe Compensation  Committee,  or its delegate, for determination and any dispute\nof Employee with any such decision shall be limited to whether the  Compensation\nCommittee,  or its  delegate,  reached  such  decision  in good  faith.  Nothing\ncontained in this Article 3 shall be construed to be a waiver by Employee of any\nbenefits  accrued for or due Employee  under any employee  benefit plan (as such\nterm is defined in the  Employees'  Retirement  Income  Security Act of 1974, as\namended)  maintained by Employer  except that Employee  shall not be entitled to\nany  severance  benefits  pursuant  to any  severance  plan  or  program  of the\nEmployer.\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 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\n\n                                       6\n\n\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 employment\nby Employer,  make any  unauthorized  disclosure  of any  confidential  business\ninformation  or trade  secrets of  Employer or its  affiliates,  or make any use\nthereof,  except  in  the  carrying  out  of  his  employment   responsibilities\nhereunder.  Confidential  business  information shall not include information in\nthe  public  domain  (but only if the same  becomes  part of the  public  domain\nthrough  a means  other  than a  disclosure  prohibited  hereunder).  The  above\nnotwithstanding, a disclosure shall not be unauthorized if (i) it is required by\nlaw or by a court of competent jurisdiction or (ii) it is in connection with any\njudicial,  arbitration,  dispute  resolution or other legal  proceeding in which\nEmployee's  legal rights and  obligations as an employee or under this Agreement\nare at issue; provided,  however, that Employee shall, to the extent practicable\nand lawful in any such  events,  give prior  notice to Employer of his intent to\ndisclose any such  confidential  business  information  in such context so as to\nallow Employer or its affiliates an opportunity (which Employee will not oppose)\nto obtain such  protective  orders or similar relief with respect thereto as may\nbe 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         4.4 For purposes of this Article 4, \"affiliates\" shall mean entities in\nwhich Halliburton has a 20% or more direct or indirect equity interest.\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  Halliburton  or  in  which\nHalliburton 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 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, to Halliburton Company at 3600 Lincoln Plaza, 500 North\n         Akard Street, Dallas, Texas 75201-3391, to the attention of the General\n         Counsel.\n\n         If to Employee, to his last known personal residence.\n\n         5.3. This Agreement shall be governed by and construed and enforced, in\nall respects 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                                       7\n\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\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, and any other person,  association,  or\nentity which may hereafter acquire or succeed to all or substantially all of the\nbusiness or assets of  Employer  by any means  whether  direct or  indirect,  by\npurchase, merger, consolidation, or otherwise. Employee's rights and obligations\nunder this Agreement are personal and such rights,  benefits, and obligations of\nEmployee shall not be  voluntarily  or  involuntarily  assigned,  alienated,  or\ntransferred, whether by operation of law or otherwise, without the prior written\nconsent  of  Employer,  other  than in the  case of  death  or  incompetence  of\nEmployee.\n\n         5.8. 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\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,\n\n                                       8\n\n\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 and Employee have duly executed this\nAgreement in multiple originals to be effective on the Effective Date.\n\n                                  HALLIBURTON COMPANY\n\n                                  By:  \/s\/ David J. Lesar\n                                      ------------------------------------------\n                                  Name:    David J. Lesar\n                                  Title:   Chairman of the Board, President and\n                                           Chief Executive Officer\n\n                                  EMPLOYEE\n\n                                  \/s\/ Albert O. Cornelison, Jr.\n                                  ----------------------------------------------\n                                  Albert O. Cornelison, Jr.\n\n                                       9\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-39834","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\/39834","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=39834"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39834"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39834"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39834"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}