<\/p>\n———————————- ——————————————-
\nName (First, Middle Initial, Last) U.S. Social Security Number (if applicable)<\/p>\n
———————————- ——————————————-
\nAddress (Street) Foreign I.D. (if applicable)<\/p>\n
———————————- ——————————————-
\nAddress (City and State\/Province) Birth Date (Month\/Day\/Year)<\/p>\n
———————————- ——————————————-
\nAddress (Postal Code, Country) Name of Employer (Business Unit)<\/p>\n
——————————————-
\nUnited States Citizen: Yes No Daytime Phone Number
\n — —
\n<\/c><\/s><\/caption>\n<\/table>\n
NONSTATUTORY STOCK OPTION AGREEMENT
\n TERMS AND CONDITIONS<\/p>\n
AGREEMENT made as of the 28th day of August, 2000, between HALLIBURTON
\nCOMPANY, a Delaware corporation (the “Company”), and Employee.<\/p>\n
To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND
\nLONG-TERM INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to
\npurchase shares of common stock, par value $2.50 per share, of the Company
\n(“Stock”), and in consideration of the mutual agreements and other matters set
\nforth herein and in the Plan, the Company and Employee hereby agree as follows:<\/p>\n
1. Grant of Option. The Company hereby irrevocably grants to Employee
\nthe right and option (“Option”) to purchase all or any part of the number of
\nshares of Stock set forth on the preceding page, on the terms and conditions set
\nforth herein and in the Plan, which Plan is incorporated herein by reference as
\na part of this Agreement. This Option shall not be treated as an incentive stock
\noption within the meaning of section 422(b) of the Internal Revenue Code of
\n1986, as amended (the “Code”).<\/p>\n
2. Purchase Price. The purchase price of Stock purchased pursuant to
\nthe exercise of this Option shall be $______ per share, which has been
\ndetermined to be not less than the fair market value of the Stock at the date of
\ngrant of this Option. For all purposes of this Agreement, fair market value of
\nStock shall be determined in accordance with the provisions of the Plan.<\/p>\n
3. Exercise of Option. Subject to the earlier expiration of this Option
\nas herein provided, this Option may be exercised, by written notice to the
\nCompany at its principal executive office addressed to the attention of its Vice
\nPresident and Secretary, at any time and from time to time after the date of
\ngrant hereof, but, except as otherwise provided below, this Option shall not be
\nexercisable for more than a percentage of the aggregate number of shares offered
\nby this Option determined by the number of full years from the date of grant
\nhereof to the date of such exercise, in accordance with the following schedule:<\/p>\n
Percentage of Shares
\n Number of Full Years That May be Purchased
\n ——————– ———————
\n Less than 1 year 0%
\n 1 year 33-1\/3%
\n 2 years 67%
\n 3 years 100%<\/p>\n
This Option is not transferable otherwise than by will or the laws of
\ndescent and distribution or pursuant to a “qualified domestic relations order”
\nas defined by the Code and may be exercised during Employee’s lifetime only by
\nEmployee, Employee’s guardian or legal representative or a transferee under a
\nqualified domestic relations order. Upon any attempt to transfer, assign,
\npledge, hypothecate or otherwise dispose of this Option or of such rights
\ncontrary to the provisions hereof or in the Plan, or upon the levy of any
\nattachment or similar process upon this Option or such rights, this Option and
\nsuch rights shall immediately become null and void. This Option may be exercised
\nonly while Employee remains an employee of the Company, subject to the following
\nexceptions:<\/p>\n
2<\/p>\n
(a) If Employee’s employment with the Company terminates by
\n reason of disability (disability being defined as being physically or
\n mentally incapable of performing either the Employee’s usual duties as
\n an Employee or any other duties as an Employee that the Company
\n reasonably makes available and such condition is likely to remain
\n continuously and permanently, as determined by the Company or employing
\n subsidiary), this Option may be exercised in full by Employee (or
\n Employee’s estate or the person who acquires this Option by will or the
\n laws of descent and distribution or otherwise by reason of the death of
\n Employee) at any time during the period of three years following such
\n termination.<\/p>\n
(b) If Employee dies while in the employ of the Company,
\n Employee’s estate, or the person who acquires this Option by will or
\n the laws of descent and distribution or otherwise by reason of the
\n death of Employee, may exercise this Option in full at any time during
\n the period of three years following the date of Employee’s death.<\/p>\n
(c) If Employee’s employment with the Company terminates by
\n reason of normal retirement at or after age 65, this Option may be
\n exercised by Employee at any time during the period ending on the
\n Expiration Date (as defined below), but only as to the number of shares
\n Employee was entitled to purchase on the date of such exercise in
\n accordance with the schedule set forth above. In connection with the
\n termination of Employee’s employment with the Company by reason of
\n early retirement, applicable management of the Company and\/or business
\n unit may recommend to the Committee or its delegate, as applicable,
\n that this Option be retained. In such event, the Committee or its
\n delegate, as the case may be, shall consider such recommendation and
\n may, in the Committee’s or such delegate’s sole discretion, approve the
\n retention of this Option following such early retirement, in which case
\n the Option may be exercised by Employee at any time during the period
\n ending on the Expiration Date, but only as to the number of shares
\n Employee was entitled to purchase on the date of such exercise in
\n accordance with the schedule set forth above. If, after retirement as
\n set forth above, Employee should die, this Option may be exercised in
\n full by Employee’s estate (or the person who acquires this Option by
\n will or the laws of descent and distribution or otherwise by reason of
\n the death of the Employee) during the period ending on the earlier of
\n the Expiration Date or the third anniversary of the date of Employee’s
\n death.<\/p>\n
(d) If Employee’s employment with the Company terminates for
\n any reason other than those set forth in subparagraphs (a) through (c)
\n above, this Option may be exercised by Employee at any time during the
\n period of 30 days following such termination, or by Employee’s estate
\n (or the person who acquires this Option by will or the laws of descent
\n and distribution or otherwise by reason of the death of the Employee)
\n during a period of six months following Employee’s death if Employee
\n dies during such 30-day period, but in each case only as to the number
\n of shares Employee was entitled to purchase hereunder upon exercise of
\n this Option as of the date Employee’s employment so terminates.<\/p>\n
This Option shall not be exercisable in any event prior to the
\nexpiration of six months from the date of grant hereof or after the expiration
\nof ten years from the date of grant hereof (the “Expiration Date”)
\nnotwithstanding anything hereinabove contained. The purchase price of shares as
\nto which this Option is exercised shall be paid in full at the time of exercise
\n(a) in cash (including check, bank draft or money order payable to the order of
\nthe Company), (b) by delivering to the Company shares of Stock having a fair
\nmarket value equal to the purchase price, or (c) by a combination of cash or
\nStock. Payment may also be made by delivery (including by facsimile
\ntransmission) to the Company of an executed irrevocable option exercise form,
\ncoupled with irrevocable instructions to a broker-dealer designated by the
\nCompany to simultaneously sell a sufficient number of the shares as to which the
\noption is exercised and deliver directly to the Company that portion of the<\/p>\n
3<\/p>\n
sales proceeds representing the exercise price. No fraction of a share of Stock
\nshall be issued by the Company upon exercise of an Option or accepted by the
\nCompany in payment of the purchase price thereof; rather, Employee shall provide
\na cash payment for such amount as is necessary to effect the issuance and
\nacceptance of only whole shares of Stock. Unless and until a certificate or
\ncertificates representing such shares shall have been issued by the Company to
\nEmployee, Employee (or the person permitted to exercise this Option in the event
\nof Employee’s death) shall not be or have any of the rights or privileges of a
\nshareholder of the Company with respect to shares acquirable upon an exercise of
\nthis Option.<\/p>\n
4. Withholding of Tax. To the extent that the exercise of this Option
\nor the disposition of shares of Stock acquired by exercise of this Option
\nresults in compensation income to Employee for federal or state income tax
\npurposes, Employee shall deliver to the Company at the time of such exercise or
\ndisposition such amount of money or shares of Stock as the Company may require
\nto meet its withholding obligation under applicable tax laws or regulations,
\nand, if Employee fails to do so, the Company is authorized to withhold from any
\ncash or Stock remuneration then or thereafter payable to Employee any tax
\nrequired to be withheld by reason of such resulting compensation income. Upon an
\nexercise of this Option, the Company is further authorized in its discretion to
\nsatisfy any such withholding requirement out of any cash or shares of Stock
\ndistributable to Employee upon such exercise.<\/p>\n
5. Status of Stock. Notwithstanding any other provision of this
\nAgreement, in the absence of an effective registration statement for issuance
\nunder the Securities Act of 1933, as amended (the “Act”), of the shares of Stock
\nacquirable upon exercise of this Option, or an available exemption from
\nregistration under the Act, issuance of shares of Stock acquirable upon exercise
\nof this Option will be delayed until registration of such shares is effective or
\nan exemption from registration under the Act is available. The Company intends
\nto use its best efforts to ensure that no such delay will occur. In the event
\nexemption from registration under the Act is available upon an exercise of this
\nOption, Employee (or the person permitted to exercise this Option in the event
\nof Employee’s death or incapacity), if requested by the Company to do so, will
\nexecute and deliver to the Company in writing an agreement containing such
\nprovisions as the Company may require to assure compliance with applicable
\nsecurities laws.<\/p>\n
Employee agrees that the shares of Stock which Employee may acquire by
\nexercising this Option will not be sold or otherwise disposed of in any manner
\nwhich would constitute a violation of any applicable securities laws, whether
\nfederal or state. Employee also agrees (i) that the certificates representing
\nthe shares of Stock purchased under this Option may bear such legend or legends
\nas the Company deems appropriate in order to assure compliance with applicable
\nsecurities laws, (ii) that the Company may refuse to register the transfer of
\nthe shares of Stock purchased under this Option on the stock transfer records of
\nthe Company if such proposed transfer would in the opinion of counsel
\nsatisfactory to the Company constitute a violation of any applicable securities
\nlaw and (iii) that the Company may give related instructions to its transfer
\nagent, if any, to stop registration of the transfer of the shares of Stock
\npurchased under this Option.<\/p>\n
6. Employment Relationship. For purposes of this Agreement, Employee
\nshall be considered to be in the employment of the Company as long as Employee
\nremains an employee of either the Company, a parent or subsidiary corporation
\n(as defined in section 424 of the Code) of the Company, or a corporation or a
\nparent or subsidiary of such corporation assuming or substituting a new option
\nfor this Option. Any question as to whether and when there has been a
\ntermination of such employment, and the cause of such termination, shall be
\ndetermined by the Committee or its delegate, as appropriate, and such
\ndetermination shall be final.<\/p>\n
7. Binding Effect. This Agreement shall be binding upon and inure
\nto the benefit of any successors to the Company and all persons lawfully
\nclaiming under Employee.<\/p>\n
4<\/p>\n
8. Governing Law. This Agreement shall be governed by, and construed
\nin accordance with, the laws of the State of Texas.<\/p>\n
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
\nexecuted by its officer thereunto duly authorized, and Employee has executed
\nthis Agreement, all as of the day and year first above written.<\/p>\n
HALLIBURTON COMPANY<\/p>\n
By:
\n ———————————
\n David J. Lesar
\n Chairman of the Board, President
\n and Chief Executive Officer<\/p>\n
5<\/p>\n
Exhibit B to
\n Executive Employment Agreement
\n By and Between
\n Arthur D. Huffman and Halliburton Company<\/p>\n
RESTRICTED STOCK AGREEMENT<\/p>\n
AGREEMENT made as of the 28th day of August, 2000, between HALLIBURTON
\nCOMPANY, a Delaware corporation (the “Company”), and Arthur D. Huffman
\n(“Employee”).<\/p>\n
1. Award.<\/p>\n
(a) Shares. Pursuant to the Halliburton Company 1993 Stock and
\nLong-Term Incentive Plan (the “Plan”) 5,000 shares (the “Restricted Shares”) of
\nthe Company’s common stock, par value $2.50 per share (“Stock”), shall be issued
\nas hereinafter provided in Employee’s name subject to certain restrictions
\nthereon.<\/p>\n
(b) Issuance of Restricted Shares. The Restricted Shares shall be
\nissued upon acceptance hereof by Employee and upon satisfaction of the
\nconditions of this Agreement.<\/p>\n
(c) Plan Incorporated. Employee acknowledges receipt of a copy
\nof the Plan, and agrees that this award of Restricted Shares shall be subject to
\nall of the terms and conditions set forth in the Plan, including future
\namendments thereto, if any, pursuant to the terms thereof, which Plan is
\nincorporated herein by reference as a part of this Agreement.<\/p>\n
2. Restricted Shares. Employee hereby accepts the Restricted Shares
\nwhen issued and agrees with respect thereto as follows:<\/p>\n
(a) Forfeiture Restrictions. The Restricted Shares may not be
\nsold, assigned, pledged, exchanged, hypothecated or otherwise transferred,
\nencumbered or disposed of to the extent then subject to the Forfeiture
\nRestrictions (as hereinafter defined), and in the event of termination of
\nEmployee’s employment with the Company or employing subsidiary for any reason
\nother than (i) normal retirement on or after age sixty-five, (ii) death or (iii)
\ndisability as determined by the Company or employing subsidiary, or except as
\notherwise provided in the last two sentences of subparagraph (b) of this
\nParagraph 2, Employee shall, for no consideration, forfeit to the Company all
\nRestricted Shares to the extent then subject to the Forfeiture Restrictions. The
\nprohibition against transfer and the obligation to forfeit and surrender
\nRestricted Shares to the Company upon termination of employment are herein
\nreferred to as “Forfeiture Restrictions.” The Forfeiture Restrictions shall be
\nbinding upon and enforceable against any transferee of Restricted Shares.<\/p>\n
(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions
\nshall lapse as to the Restricted Shares in accordance with the following
\nschedule provided that Employee has been continuously employed by the Company
\nfrom the date of this Agreement through the lapse date:<\/p>\n
Percentage of Total
\n Number of Restricted Shares
\n as to Which Forfeiture
\n Lapse Date Restrictions Lapse
\n ———- —————————
\nFirst Anniversary of the
\n date of this Agreement 10%<\/p>\n
Second Anniversary of the
\n date of this Agreement 10%<\/p>\n
Third Anniversary of the
\n date of this Agreement 10%<\/p>\n
Fourth Anniversary of the
\n date of this Agreement 10%<\/p>\n
Fifth Anniversary of the
\n date of this Agreement 10%<\/p>\n
Sixth Anniversary of the
\n date of this Agreement 10%<\/p>\n
Seventh Anniversary of the
\n date of this Agreement 10%<\/p>\n
Eighth Anniversary of the
\n date of this Agreement 10%<\/p>\n
Ninth Anniversary of the
\n date of this Agreement 10%<\/p>\n
Tenth Anniversary of the
\n date of this Agreement 10%<\/p>\n
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all
\nof the Restricted Shares on the earlier of (i) the occurrence of a Corporate
\nChange (as such term is defined in the Plan), (ii) the date Employee’s
\nemployment with the Company is terminated by reason of death, disability (as
\ndetermined by the Company or employing subsidiary) or normal retirement on or
\nafter age sixty-five or (iii) the date on which Employee shall become entitled
\nto the severance benefits set forth in Section 3.3 of that certain Executive
\nEmployment Agreement by and between Employee and the Company. In the event
\nEmployee’s employment is terminated for any other reason, including retirement
\nprior to age sixty-five with the approval of the Company or employing
\nsubsidiary, the Committee which administers the Plan (the “Committee”) or its
\ndelegate, as appropriate, may, in the Committee’s or such delegate’s sole
\ndiscretion, approve the lapse of Forfeiture Restrictions as to any or all
\nRestricted Shares still subject to such restrictions, such lapse to be effective
\non the date of such approval or Employee’s termination date, if later.<\/p>\n
2<\/p>\n
(c) Certificates. A certificate evidencing the Restricted Shares
\nshall be issued by the Company in Employee’s name, or at the option of the
\nCompany, in the name of a nominee of the Company, pursuant to which Employee
\nshall have voting rights and shall be entitled to receive all dividends unless
\nand until the Restricted Shares are forfeited pursuant to the provisions of this
\nAgreement. The certificate shall bear a legend evidencing the nature of the
\nRestricted Shares, and the Company may cause the certificate to be delivered
\nupon issuance to the Secretary of the Company or to such other depository as may
\nbe designated by the Company as a depository for safekeeping until the
\nforfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of
\nthe Plan and this award. Upon request of the Committee or its delegate, Employee
\nshall deliver to the Company a stock power, endorsed in blank, relating to the
\nRestricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of
\nthe Forfeiture Restrictions without forfeiture, the Company shall cause a new
\ncertificate or certificates to be issued without legend in the name of Employee
\nfor the shares upon which Forfeiture Restrictions lapsed. Notwithstanding any
\nother provisions of this Agreement, the issuance or delivery of any shares of
\nStock (whether subject to restrictions or unrestricted) may be postponed for
\nsuch period as may be required to comply with applicable requirements of any
\nnational securities exchange or any requirements under any law or regulation
\napplicable to the issuance or delivery of such shares. The Company shall not be
\nobligated to issue or deliver any shares of Stock if the issuance or delivery
\nthereof shall constitute a violation of any provision of any law or of any
\nregulation of any governmental authority or any national securities exchange.<\/p>\n
3. Withholding of Tax. To the extent that the receipt of the
\nRestricted Shares or the lapse of any Forfeiture Restrictions results in income
\nto Employee for federal or state income tax purposes, Employee shall deliver to
\nthe Company at the time of such receipt or lapse, as the case may be, such
\namount of money or shares of unrestricted Stock as the Company may require to
\nmeet its withholding obligation under applicable tax laws or regulations, and,
\nif Employee fails to do so, the Company is authorized to withhold from any cash
\nor Stock remuneration then or thereafter payable to Employee any tax required to
\nbe withheld by reason of such resulting compensation income.<\/p>\n
4. Status of Stock. Employee agrees that the Restricted Shares will
\nnot be sold or otherwise disposed of in any manner which would constitute a
\nviolation of any applicable federal or state securities laws. Employee also
\nagrees (i) that the certificates representing the Restricted Shares may bear
\nsuch legend or legends as the Company deems appropriate in order to assure
\ncompliance with applicable securities laws, (ii) that the Company may refuse to
\nregister the transfer of the Restricted Shares on the stock transfer records of
\nthe Company if such proposed transfer would be in the opinion of counsel
\nsatisfactory to the Company constitute a violation of any applicable securities
\nlaw and (iii) that the Company may give related instructions to its transfer
\nagent, if any, to stop registration of the transfer of the Restricted Shares.<\/p>\n
5. Employment Relationship. For purposes of this Agreement, Employee
\nshall be considered to be in the employment of the Company as long as Employee
\nremains an employee of either the Company, any successor corporation or a parent
\nor subsidiary corporation (as defined in section 424 of the Code) of the Company
\nor any successor corporation. Any question as to whether and when there has been
\na termination of such employment, and the cause of such termination, shall be
\ndetermined by the Committee, or its delegate, as appropriate, and its
\ndetermination shall be final.<\/p>\n
6. Committee’s Powers. No provision contained in this Agreement shall
\nin any way terminate, modify or alter, or be construed or interpreted as
\nterminating, modifying or altering any of the powers, rights or authority vested
\nin the Committee or, to the extent delegated, in its delegate pursuant to the
\nterms of the Plan or resolutions adopted in furtherance of the Plan, including,
\nwithout limitation, the right to make certain determinations and elections with
\nrespect to the Restricted Shares.<\/p>\n
3<\/p>\n
7. Binding Effect. This Agreement shall be binding upon and inure to
\nthe benefit of any successors to the Company and all persons lawfully claiming
\nunder Employee.<\/p>\n
8. Governing Law. This Agreement shall be governed by, and construed
\nin accordance with, the laws of the State of Texas.<\/p>\n
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
\nexecuted by an officer thereunto duly authorized, and Employee has executed this
\nAgreement, all as of the date first above written.<\/p>\n
HALLIBURTON COMPANY<\/p>\n
By:
\n ————————————-
\n David J. Lesar
\n Chairman of the Board, President
\n and Chief Executive Officer<\/p>\n
————————————-
\n Employee<\/p>\n
4<\/p>\n
Please Check Appropriate Item (One of the boxes must be checked):<\/p>\n
I do not desire the alternative tax treatment provided for in
\n the Internal Revenue Code Section 83(b).
\n ——<\/p>\n
I do desire the alternative tax treatment provided for in
\n Internal Revenue Code Section 83(b) and desire that forms for
\n * such purpose be forwarded to me.
\n —— <\/p>\n
* I acknowledge that the Company has suggested that before this block is
\n checked that I check with a tax consultant of my choice.<\/p>\n
Please furnish the following information for shareholder records:<\/p>\n
———————————— —————————–
\n(Given name and initial must be used Social Security Number
\nfor stock registry) (if applicable)<\/p>\n
———————————— —————————–
\n Birth Date
\n Month\/Day\/Year<\/p>\n
———————————— —————————–
\n Name of Employer<\/p>\n
———————————— —————————–
\nAddress (Zip Code) Day phone number<\/p>\n
United States Citizen: Yes No
\n — —<\/p>\n
PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.<\/p>\n
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