{"id":39836,"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-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-c.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and C. Christopher Gaut"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n         This Executive Employment Agreement,  including Exhibits A and B hereto\n(\"Agreement\"), is entered into by and between Halliburton Company (\"Employer\" or\n\"Halliburton\") and C. Christopher Gaut (\"Employee\"), to be effective on March 3,\n2003 (the \"Effective Date\").\n\n                              W I T N E S S E T H:\n\n         WHEREAS,  Employer is desirous of  employing  Employee  pursuant to the\nterms and conditions and for the consideration set forth in this Agreement,  and\nEmployee is desirous of entering  the employ of Employer  pursuant to such terms\nand conditions and for 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\nan  Executive  Vice  President  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 position 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  companies  (collectively,  the\n\"Halliburton  Entities\" or, individually,  a \"Halliburton  Entity\"), or requires\nany   significant   portion  of   Employee's   business   time.   The  foregoing\nnotwithstanding,  the parties  recognize  and agree that  Employee may engage in\npassive personal investments and other business activities which do not conflict\nwith the business  and affairs of the  Halliburton  Entities or  interfere  with\nEmployee's  performance of his duties  hereunder.  Employee may not serve on the\nboard of directors of any entity other than a Halliburton Entity during the Term\nwithout  the  approval  thereof  in  accordance  with  Employer's  policies  and\nprocedures  regarding  such service.  Employee  shall be permitted to retain any\ncompensation  received for approved  service on any  unaffiliated  corporation's\nboard of directors.\n                                       \n\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 shall not be less than $500,000 per annum\nwhich shall be paid in accordance with the Employer's  standard payroll practice\nfor its executives.  The parties further agree that Employee's election as Chief\nFinancial  Officer  of the  Company  shall  be  effective  on  March  15,  2003.\nEmployee's  base salary may  thereafter be increased  from time to time with the\napproval of the Compensation  Committee of Halliburton's Board of Directors (the\n\"Compensation  Committee\") or its delegate,  as applicable.  Such increased base\nsalary shall become the minimum base salary under this  Agreement and may not be\ndecreased thereafter without the written consent of Employee.\n\n         2.2   Employer shall grant to Employee  a one-time  signing bonus which\nis stated in,  and  shall be  governed  by, the terms specified in the offer of\nemployment letter dated January 28, 2003.\n\n         2.3.  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\n\n\n         2.4.  On March 3, 2003,  Employer  shall  grant to  Employee  under the\nHalliburton  Company 1993 Stock and Long-Term  Incentive  Plan, or its successor\nplan (the \"1993  Plan\") a  non-qualified  stock option to purchase up to 100,000\nshares of  Employer's  common  stock at an  exercise  price equal to the closing\nprice of  Employer's  common stock on the  Effective  Date.  The other terms and\nconditions  of such  option  are set forth in  Exhibit A  attached  hereto,  and\nforming a part of this Agreement.\n\n         2.5.  On March 3, 2003, Employer shall grant to Employee under the 1993\nPlan, or its successor plan, 30,000 shares of Employer's common stock subject to\nrestrictions  and other  terms and  conditions  set forth in  Exhibit B attached\nhereto, and forming as part of, this Agreement.\n\n         2.6.  During the Term,  Employee shall  participate in the  Performance\nUnit  Program  under  the  1993  Plan,  or  any  successor  long-term  incentive\ncompensation  plan;  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 under such program's terms.\n\n         2.7.  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,\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         2.8.  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         2.9.  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                                       3\n\n\n         2.10. 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)\nupon the death of Employee,  (ii) upon Employee's Retirement (as defined below),\n(iii) upon Employee's  Permanent  Disability (as defined below),  or (iv) at any\ntime by Employer  upon written  notice to Employee,  or by Employee  upon thirty\n(30) days' written 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                  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  reasonably  determined   by   the  Compensation\n               Committee in good faith.\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 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\n                                       4\n\n\n               provision  of  this   Agreement  which  remains  uncorrected  for\n               thirty (30) days  following  written  notice  of  such  breach to\n               notice  of such breach  to Employee  by  Employer.  Determination\n               Employee's   employment   will   be  reasonably   made   by   the\n               Compensation Committee in good faith.\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   annual   incentive\ncompensation  not yet paid but payable under Employer's plans for the year prior\nto the year of Employee's  termination of employment,  but shall not be entitled\nto any  annual  bonus  or  incentive  compensation  for  the  year in  which  he\nterminates  employment  or any other  payments  or  benefits  by or on behalf of\nEmployer  except  for  those  which  may be  payable  pursuant  to the  terms of\nEmployer's or Halliburton's  employee benefit plans (as defined in Section 3.4),\nstock, stock option or incentive plans, or the applicable  agreements underlying\nsuch plans.\n\n         3.3   If Employee's  employment  is  terminated  by  Employee for Good \neason or 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 Employee\n               under 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\") to be\n               forfeited, in which case,  Employer  will pay Employee a lump sum\n               cash payment  equal to the value of the  Restricted Shares (based\n               on the closing  price of Halliburton common stock on the New York\n               Stock  Exchange on the date of  termination  of  employment);  or\n               (b)  cause  the  forfeiture  restrictions  with  respect  to  the\n               Restricted Shares to lapse and such shares  shall be retained  by\n               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  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, if\n               any,  shall  be paid  according  to the terms and  conditions set\n               forth in the applicable plan document.\n\n                                       5\n\n\n         (iv)  Employee   shall  be  entitled  to  any   individual  bonuses  or\n               individual    incentive   compensation   under    Employer's   or\n               Halliburton's   plans,  or   any   successor   annual   incentive\n               compensation  plan, 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.\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\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 for  determination  and any dispute of Employee with\nany such decision shall be limited to whether the Compensation Committee reached\nsuch  decision  in good  faith.  Nothing  contained  in this  Article 3 shall be\nconstrued to be a waiver by Employee of any benefits accrued for or due Employee\nunder any  employee  benefit  plan (as such term is  defined  in the  Employees'\nRetirement  Income  Security  Act of 1974,  as amended)  maintained  by Employer\nexcept that Employee shall not be entitled to any severance benefits pursuant to\nany severance plan or program of the Employer.\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\n                                       6\n\n\nARTICLE 4:  OWNERSHIP AND  PROTECTION OF INTELLECTUAL  PROPERTY AND CONFIDENTIAL\n            INFORMATION:\n\n         4.1.  All information, ideas, concepts, improvements,  discoveries, and\ninventions,  whether patentable or not, which are conceived,  made, developed or\nacquired  by  Employee,  individually  or in  conjunction  with  others,  during\nEmployee's  employment  by Employer  or any of its  affiliates  (whether  during\nbusiness  hours or otherwise  and whether on  Employer's  premises or otherwise)\nwhich relate to the business, products or services of Employer or its affiliates\n(including,  without  limitation,  all such  information  relating to  corporate\nopportunities,  research,  financial and sales data,  pricing and trading terms,\nevaluations, opinions,  interpretations,  acquisition prospects, the identity of\ncustomers  or their  requirements,  the  identity  of key  contacts  within  the\ncustomer's organizations or within the organization of acquisition prospects, or\nmarketing and merchandising  techniques,  prospective names, and marks), and all\nwritings or materials of any type embodying any of such items, shall be the sole\nand exclusive property of Employer or its affiliates, as the case may be.\n\n         4.2.  Employee  acknowledges  that the  businesses  of Employer and its\naffiliates are highly  competitive and that their  strategies,  methods,  books,\nrecords, and documents,  their technical information  concerning their products,\nequipment,   services,   and  processes,   procurement  procedures  and  pricing\ntechniques,  the names of and other  information  (such as credit and  financial\ndata)  concerning  their  customers  and  business   affiliates,   all  comprise\nconfidential business information and trade secrets which are valuable, special,\nand unique  assets which  Employer or its  affiliates  use in their  business to\nobtain  a  competitive  advantage  over  their  competitors.   Employee  further\nacknowledges that protection of such confidential business information and trade\nsecrets  against  unauthorized  disclosure and use is of critical  importance to\nEmployer and its affiliates in maintaining their competitive position.  Employee\nhereby agrees that Employee will not, at any time during or after his 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                                       7\n\n\n         4.4   For purposes of  this Article 4, \"affiliates\" shall mean entities\nin which Employer 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 4100 Clinton Drive, Houston,\n         Texas 77002, to the attention of the General Counsel,  or to such other\n         address as Employee shall receive notice thereof.\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,\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\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,\n\n                                       8\n\n\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.  A copy of the Halliburton\nDispute  Resolution Plan, as currently in effect,  is attached to this Agreement\nfor information  purposes.  Halliburton reserves the right to amend such Plan or\ndiscontinue such Plan at any time.\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 by any means  whether\ndirect or indirect, by purchase, merger, consolidation, or otherwise. Employee's\nrights and  obligations  under this  Agreement  are  personal  and such  rights,\nbenefits,  and obligations of Employee shall not be voluntarily or involuntarily\nassigned,  alienated, or transferred,  whether by operation of law or otherwise,\nwithout the prior written  consent of Employer,  other than in the case of death\nor incompetence of Employee.\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,\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:\n                                     ----------------------------------------\n                                  Name:  David J. Lesar\n                                  Title: Chairman of the Board, President and\n                                         Chief Executive Officer\n\n                                  EMPLOYEE\n\n                                  -------------------------------------------\n                                  C. Christopher Gaut\n\n                                       9\n\n\n                   Exhibit A To Executive Employment Agreement\n                           Between Halliburton Company\n                             And C. Christopher Gaut\n\n                       NONSTATUTORY STOCK OPTION AGREEMENT\n                            GRANTED MARCH 3RD , 2003\n\nGrantee:  C. Christopher Gaut (\"Employee\")\n\n\nAggregate Number of Shares Subject to Option:               100,000 shares\nOption Price:                                               $\n                                                            ----------------\nExpiration (subject to terms and conditions of Agreement):  10 years\n\nThe terms and  conditions  of the  Nonstatutory  Stock Option  Agreement are set\nforth on pages 2 through 5.\n\nI  HEREBY  AGREE TO THE  TERMS  AND  CONDITIONS  HEREINAFTER  SET  FORTH IN THIS\nNONSTATUTORY STOCK OPTION AGREEMENT DATED MARCH 3RD, 2003.\n\n\n-------------------------------             ----------------------------------\nEmployee Signature                          Date\n\nPlease sign in the space  indicated  above to indicate  your  acceptance of this\nOption grant and complete the information requested below. (Note that all fields\nmust be completed.) RETURN THIS PAGE WITHIN 60 DAYS OF RECEIPT TO:\n\n                  ANN PHILIPP, LAW DEPARTMENT\n                  HALLIBURTON COMPANY\n                  3600 LINCOLN PLAZA\n                  500 NORTH AKARD STREET\n                  DALLAS, TEXAS 75201-3391\n                  FAX:  (214) 978-2783    (facsimile copies are acceptable)\n\n\n\n                                  PLEASE PRINT\n                                  ------------\n\n<\/pre>\n<table>\n<caption>\n<s>                                         <c><\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nName (First, Middle Initial, Last)          U.S. Social Security Number (if applicable)<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nAddress (Street or P. O. Box)               Foreign I.D. (if applicable)<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nAddress (City and State\/Province)           Birth Date (Month\/Day\/Year)<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nAddress (Postal Code, Country)              Daytime Phone Number<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nName of Employer (Business Unit)            Payroll ID Number<\/p>\n<p>United States Citizen:  Yes      No<br \/>\n                           &#8212;-    &#8212;-<\/p>\n<p>E-mail address:<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                       NONSTATUTORY STOCK OPTION AGREEMENT<br \/>\n                              TERMS AND CONDITIONS<\/p>\n<p>         AGREEMENT made as of the 3rd day of March,  2003,  between  HALLIBURTON<br \/>\nCOMPANY, a Delaware corporation (the &#8220;Company&#8221;), and Employee.<\/p>\n<p>         To carry out the  purposes of the  HALLIBURTON  COMPANY  1993 STOCK AND<br \/>\nLONG-TERM  INCENTIVE  PLAN,  or any successor  plan (the  &#8220;Plan&#8221;),  by affording<br \/>\nEmployee the opportunity to purchase shares of common stock, par value $2.50 per<br \/>\nshare, of the Company  (&#8220;Stock&#8221;),  and in consideration of the mutual agreements<br \/>\nand other  matters set forth  herein and in the Plan,  the Company and  Employee<br \/>\nhereby agree as follows:<\/p>\n<p>         1. Grant of Option.  The Company hereby  irrevocably grants to Employee<br \/>\nthe right and option  (&#8220;Option&#8221;)  to  purchase  all or any part of the number of<br \/>\nshares of Stock,  on the terms and  conditions set forth herein and in the Plan,<br \/>\nwhich Plan is incorporated herein by reference as a part of this Agreement. This<br \/>\nOption shall not be treated as an incentive  stock option  within the meaning of<br \/>\nsection 422(b) of the Internal Revenue Code of 1986, as amended (the &#8220;Code&#8221;).<\/p>\n<p>         2. Purchase Price.  The purchase price of Stock  purchased  pursuant to<br \/>\nthe  exercise  of this  Option  shall  be  $        per  share,  which  has been<br \/>\n                                            &#8212;&#8212;-<br \/>\ndetermined to be not less than the fair market value of the Stock at the date of<br \/>\ngrant of this Option.  For all purposes of this Agreement,  fair market value of<br \/>\nStock shall be determined in accordance with the provisions of the Plan.<\/p>\n<p>         3. Exercise of Option. Subject to the earlier expiration of this Option<br \/>\nas herein  provided,  this  Option may be  exercised,  by written  notice to the<br \/>\nCompany at its principal executive office addressed to the attention of its Vice<br \/>\nPresident  and  Secretary,  at any time and from time to time  after the date of<br \/>\ngrant hereof,  but, except as otherwise provided below, this Option shall not be<br \/>\nexercisable for more than a percentage of the aggregate number of shares offered<br \/>\nby this  Option  determined  by the  number of full years from the date of grant<br \/>\nhereof to the date of such exercise, in accordance with the following schedule:<\/p>\n<table>\n<caption>\n                                              Percentage of Shares<br \/>\n         Number of Full Years                 That May be Purchased<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;                 &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n         <s>                                  <c><br \/>\n         Less than      1 year                             0%<br \/>\n                        1 year                        33-1\/3%<br \/>\n                        2 years                           67%<br \/>\n                        3 years                          100%<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>         This Option is not  transferable  otherwise than by will or the laws of<br \/>\ndescent and distribution or pursuant to a &#8220;qualified  domestic  relations order&#8221;<br \/>\nas defined by the Code.  The foregoing  notwithstanding,  while  employed by the<br \/>\nCompany, Employee may,  in Employee&#8217;s sole  discretion but subject to compliance<\/p>\n<p>with such rules and  procedures  as the Company  may  establish,  transfer  this<br \/>\nOption (or a portion  thereof) to Employee&#8217;s  spouse,  children or grandchildren<br \/>\n(including adopted and step children and grandchildren) (&#8220;Immediate Family&#8221;), to<br \/>\na trust solely for the benefit of Employee and members of  Employee&#8217;s  Immediate<br \/>\nFamily,  or to a partnership or limited liability company whose only partners or<br \/>\nshareholders are Employee and members of Employee&#8217;s Immediate Family. Employee&#8217;s<br \/>\nrights under this Agreement shall pass to the transferee and such transferee may<br \/>\nexercise this Option (or such portion thereof as has been  transferred)  and all<br \/>\nrights granted by this Agreement to the extent Employee was entitled to exercise<br \/>\nthis Option during Employee&#8217;s lifetime,  or in the event of Employee&#8217;s death, to<br \/>\nthe extent this Option would have been  exercisable by Employee&#8217;s  beneficiaries<br \/>\nor heirs had this Option not been transferred  prior to death.  Upon any attempt<br \/>\nto transfer,  assign, pledge, hypothecate or otherwise dispose of this Option or<br \/>\nof such rights  contrary to the  provisions  hereof or in the Plan,  or upon the<br \/>\nlevy of any attachment or similar process upon this Option or such rights,  this<br \/>\nOption and such rights shall immediately become null and void.<\/p>\n<p>         Except  as  provided  above,   this  Option  may  be  exercised  during<br \/>\nEmployee&#8217;s   lifetime   only  by   Employee,   Employee&#8217;s   guardian   or  legal<br \/>\nrepresentative or a transferee under a qualified  domestic relations order. This<br \/>\nOption may be exercised only while Employee  remains an employee of the Company,<br \/>\nsubject to the following exceptions:<\/p>\n<p>                  (a) If Employee&#8217;s  employment  with the Company  terminates by<br \/>\n         reason of disability  (disability  being defined as being physically or<br \/>\n         mentally  incapable of performing either the Employee&#8217;s usual duties as<br \/>\n         an  Employee  or any  other  duties  as an  Employee  that the  Company<br \/>\n         reasonably  makes  available  and such  condition  is  likely to remain<br \/>\n         continuously and permanently, as determined by the Company or employing<br \/>\n         subsidiary),  this  Option may be  exercised  in full by  Employee  (or<br \/>\n         Employee&#8217;s estate or the person who acquires this Option by will or the<br \/>\n         laws of descent and distribution or otherwise by reason of the death of<br \/>\n         Employee)  at any time  during the period  ending on the earlier of the<br \/>\n         Expiration  Date (as defined  below) or the third  anniversary  of such<br \/>\n         termination date.<\/p>\n<p>                  (b) If  Employee  dies  while in the  employ  of the  Company,<br \/>\n         Employee&#8217;s  estate,  or the person who acquires  this Option by will or<br \/>\n         the laws of descent  and  distribution  or  otherwise  by reason of the<br \/>\n         death of Employee,  may exercise this Option in full at any time during<br \/>\n         the period  ending on the earlier of the  Expiration  Date or the third<br \/>\n         anniversary of the date of Employee&#8217;s death.<\/p>\n<p>                  (c) If Employee&#8217;s  employment  with the Company  terminates by<br \/>\n         reason of normal  retirement  at or after age 65,  this  Option  may be<br \/>\n         exercised  by  Employee  at any time  during the  period  ending on the<br \/>\n         Expiration  Date,  but only as to the  number  of shares  Employee  was<br \/>\n         entitled to purchase on the date of such  exercise in  accordance  with<br \/>\n         the schedule set forth above.  In connection  with the  termination  of<br \/>\n         Employee&#8217;s  employment with the Company by reason of early  retirement,<br \/>\n         applicable management of the Company and\/or business unit may recommend<br \/>\n         to the Committee or its delegate,  as  applicable,  that this Option be<br \/>\n         retained.  In such event,  the Committee  or its  delegete, as the case<\/p>\n<p>         may be, shall consider such recommendation and may, in the  Committee&#8217;s<br \/>\n         or such delegate&#8217;s  sole  discretion,  approve  the  retention  of this<br \/>\n         Option following  such  early  retirement,  in which  case  the  Option<br \/>\n         may be exercised  by  Employee  at any time  during the  period  ending<br \/>\n         on the Expiration Date,  but only as to the  number of shares  Employee<br \/>\n         was  entitled to purchase on the  date of such  exercise in  accordance<br \/>\n         with the schedule  set forth above.  If, after retirement  as set forth<br \/>\n         above, Employee  should die,  this Option  may be exercised  in full by<br \/>\n         Employee&#8217;s estate (or the  person who  acquires  this Option by will or<br \/>\n         the  laws of descent and  distribution  or  otherwise  by reason of the<br \/>\n         death of the Employee) during the period  ending on the  earlier of the<br \/>\n         Expiration Date  or the  third anniversary of  the date  of  Employee&#8217;s<br \/>\n         death.<\/p>\n<p>                  (d) If Employee&#8217;s  employment with the Company  terminates for<br \/>\n         any reason other than those set forth in subparagraphs  (a) through (c)<br \/>\n         above,  this Option may be exercised by Employee at any time during the<br \/>\n         period of 30 days following such  termination,  or by Employee&#8217;s estate<br \/>\n         (or the person who acquires  this Option by will or the laws of descent<br \/>\n         and  distribution  or otherwise by reason of the death of the Employee)<br \/>\n         during a period of six months  following  Employee&#8217;s  death if Employee<br \/>\n         dies during such 30-day period,  but in each case only as to the number<br \/>\n         of shares Employee was entitled to purchase  hereunder upon exercise of<br \/>\n         this Option as of the date Employee&#8217;s employment so terminates.<\/p>\n<p>         This  Option  shall  not be  exercisable  in  any  event  prior  to the<br \/>\nexpiration  of six months from the date of grant hereof or after the  expiration<br \/>\nof  ten  years  from  the  date  of  grant   hereof  (the   &#8220;Expiration   Date&#8221;)<br \/>\nnotwithstanding  anything hereinabove contained. The purchase price of shares as<br \/>\nto which this Option is exercised  shall be paid in full at the time of exercise<br \/>\n(a) in cash (including  check, bank draft or money order payable to the order of<br \/>\nthe Company),  (b) by  delivering  to the Company  shares of Stock having a fair<br \/>\nmarket value equal to the purchase price and which shares,  if acquired from the<br \/>\nCompany,  have  been held by  Employee  for more  than six  months,  or (c) by a<br \/>\ncombination of cash or Stock. Payment may also be made by delivery (including by<br \/>\nfacsimile  transmission)  to  the  Company  of an  executed  irrevocable  option<br \/>\nexercise  form,  coupled  with  irrevocable   instructions  to  a  broker-dealer<br \/>\ndesignated  by the Company to  simultaneously  sell a  sufficient  number of the<br \/>\nshares as to which the option is exercised  and deliver  directly to the Company<br \/>\nthat portion of the sales proceeds  representing the exercise price. No fraction<br \/>\nof a share of Stock shall be issued by the Company upon exercise of an Option or<br \/>\naccepted  by the  Company in  payment of the  purchase  price  thereof;  rather,<br \/>\nEmployee  shall provide a cash payment for such amount as is necessary to effect<br \/>\nthe issuance and  acceptance  of only whole shares of Stock.  Unless and until a<br \/>\ncertificate or certificates  representing  such shares shall have been issued by<br \/>\nthe Company to  Employee,  Employee (or the person  permitted  to exercise  this<br \/>\nOption in the event of Employee&#8217;s  death) shall not be or have any of the rights<br \/>\nor privileges of a shareholder of the Company with respect to shares  acquirable<br \/>\nupon an exercise of this Option.<\/p>\n<p>         4. Withholding  of Tax. To the extent that the  exercise of this Option<br \/>\nor the  disposition  of shares of Stock  acquired  by  exercise  of this  Option<br \/>\nresults in  compensation  income to  Employee  for  federal or state  income tax<br \/>\npurposes, Employee shall deliver  to the Company at the time of such exercise or<\/p>\n<p>disposition  such  amount of money or shares of Stock as the Company may require<br \/>\nto meet its  withholding  obligation  under  applicable tax laws or regulations,<br \/>\nand, if Employee  fails to do so, the Company is authorized to withhold from any<br \/>\ncash or Stock  remuneration  then or  thereafter  payable  to  Employee  any tax<br \/>\nrequired to be withheld by reason of such resulting compensation income. Upon an<br \/>\nexercise of this Option,  the Company is further authorized in its discretion to<br \/>\nsatisfy  any such  withholding  requirement  out of any cash or  shares of Stock<br \/>\ndistributable to Employee upon such exercise.<\/p>\n<p>         5. Status  of  Stock.  Notwithstanding  any  other  provision  of  this<br \/>\nAgreement,  in the absence of an effective  registration  statement for issuance<br \/>\nunder the Securities Act of 1933, as amended (the &#8220;Act&#8221;), of the shares of Stock<br \/>\nacquirable  upon  exercise  of  this  Option,  or an  available  exemption  from<br \/>\nregistration under the Act, issuance of shares of Stock acquirable upon exercise<br \/>\nof this Option will be delayed until registration of such shares is effective or<br \/>\nan exemption from registration  under the Act is available.  The Company intends<br \/>\nto use its best  efforts to ensure that no such delay will  occur.  In the event<br \/>\nexemption from registration  under the Act is available upon an exercise of this<br \/>\nOption,  Employee (or the person  permitted to exercise this Option in the event<br \/>\nof Employee&#8217;s  death or incapacity),  if requested by the Company to do so, will<br \/>\nexecute  and  deliver to the  Company in writing an  agreement  containing  such<br \/>\nprovisions  as the  Company  may require to assure  compliance  with  applicable<br \/>\nsecurities laws.<\/p>\n<p>         Employee  agrees that the shares of Stock which Employee may acquire by<br \/>\nexercising  this Option will not be sold or otherwise  disposed of in any manner<br \/>\nwhich would constitute a violation of any applicable  securities  laws,  whether<br \/>\nfederal or state.  Employee also agrees (i) that the  certificates  representing<br \/>\nthe shares of Stock  purchased under this Option may bear such legend or legends<br \/>\nas the Company deems  appropriate in order to assure  compliance with applicable<br \/>\nsecurities  laws,  (ii) that the Company may refuse to register  the transfer of<br \/>\nthe shares of Stock purchased under this Option on the stock transfer records of<br \/>\nthe  Company  if  such  proposed  transfer  would  in  the  opinion  of  counsel<br \/>\nsatisfactory to the Company constitute a violation of any applicable  securities<br \/>\nlaw and (iii) that the Company may give  related  instructions  to its  transfer<br \/>\nagent,  if any,  to stop  registration  of the  transfer  of the shares of Stock<br \/>\npurchased under this Option.<\/p>\n<p>         6. Employment  Relationship.  For purposes of this Agreement,  Employee<br \/>\nshall be considered  to be in the  employment of the Company as long as Employee<br \/>\nremains an employee of either the Company,  a parent or  subsidiary  corporation<br \/>\n(as defined in section 424 of the Code) of the Company,  or a  corporation  or a<br \/>\nparent or subsidiary of such  corporation  assuming or substituting a new option<br \/>\nfor  this  Option.  Any  question  as to  whether  and  when  there  has  been a<br \/>\ntermination  of such  employment,  and the cause of such  termination,  shall be<br \/>\ndetermined  by  the  Committee  or  its  delegate,  as  appropriate,   and  such<br \/>\ndetermination shall be final.<\/p>\n<p>         7. Binding  Effect.  This Agreement  shall be binding upon and inure to<br \/>\nthe benefit of any successors to the Company and all persons  lawfully  claiming<br \/>\nunder Employee.<\/p>\n<p>         8. Governing Law. This Agreement shall be governed by, and construed in<br \/>\naccordance with, the laws of the State of Texas.<\/p>\n<p>         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly<br \/>\nexecuted by its officer  thereunto  duly  authorized,  and Employee has executed<br \/>\nthis Agreement, all as of the day and year first above written.<\/p>\n<p>                                  HALLIBURTON COMPANY<\/p>\n<p>                                  By:<br \/>\n                                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n                                     David J. Lesar<br \/>\n                                     Chairman of the Board, President<br \/>\n                                     and Chief Executive Officer<\/p>\n<p>                   Exhibit B To Executive Employment Agreement<br \/>\n                           Between Halliburton Company<br \/>\n                             and C. Christopher Gaut<\/p>\n<p>                           RESTRICTED STOCK AGREEMENT<\/p>\n<p>         AGREEMENT made as of the 3rd day of March,  2003,  between  HALLIBURTON<br \/>\nCOMPANY,  a  Delaware  corporation  (the  &#8220;Company&#8221;),  and C.  Christopher  Gaut<br \/>\n(&#8220;Employee&#8221;).<\/p>\n<p>         1. Award.<\/p>\n<p>            (a) Shares.  Pursuant  to  the  Halliburton  Company  1993 Stock and<br \/>\nLong-Term  Incentive  Plan, or any successor  plan,  (the &#8220;Plan&#8221;) 30,000 (thirty<br \/>\nthousand)  shares (the  &#8220;Restricted  Shares&#8221;) of the Company&#8217;s common stock, par<br \/>\nvalue  $2.50 per share  (&#8220;Stock&#8221;),  shall be issued as  hereinafter  provided in<br \/>\nEmployee&#8217;s name subject to certain restrictions thereon.<\/p>\n<p>            (b) Issuance  of  Restricted  Shares. The  Restricted  Shares  shall<br \/>\nbe issued  upon  acceptance  hereof by  Employee  and upon  satisfaction  of the<br \/>\nconditions of this Agreement.<\/p>\n<p>            (c) Plan  Incorporated. Employee  acknowledges  receipt  of  a  copy<br \/>\nof the Plan, and agrees that this award of Restricted Shares shall be subject to<br \/>\nall of the  terms  and  conditions  set  forth  in the  Plan,  including  future<br \/>\namendments  thereto,  if any,  pursuant  to the  terms  thereof,  which  Plan is<br \/>\nincorporated herein by reference as a part of this Agreement.<\/p>\n<p>         2. Restricted  Shares.  Employee  hereby accepts the Restricted  Shares<br \/>\nwhen issued and agrees with respect thereto as follows:<\/p>\n<p>            (a) Forfeiture  Restrictions.  The  Restricted  Shares  may  not  be<br \/>\nsold,  assigned,  pledged,  exchanged,  hypothecated  or otherwise  transferred,<br \/>\nencumbered  or  disposed  of to  the  extent  then  subject  to  the  Forfeiture<br \/>\nRestrictions  (as  hereinafter  defined),  and in the  event of  termination  of<br \/>\nEmployee&#8217;s  employment  with the Company or employing  subsidiary for any reason<br \/>\nother than (i) normal retirement on or after age sixty-five, (ii) death or (iii)<br \/>\ndisability as determined  by the Company or employing  subsidiary,  or except as<br \/>\notherwise  provided  in the  last  two  sentences  of  subparagraph  (b) of this<br \/>\nParagraph 2, Employee shall,  for no  consideration,  forfeit to the Company all<br \/>\nRestricted Shares to the extent then subject to the Forfeiture Restrictions. The<br \/>\nprohibition  against  transfer  and the  obligation  to  forfeit  and  surrender<br \/>\nRestricted  Shares to the Company  upon  termination  of  employment  are herein<br \/>\nreferred to as &#8220;Forfeiture  Restrictions.&#8221; The Forfeiture  Restrictions shall be<br \/>\nbinding upon and enforceable against any transferee of Restricted Shares.<\/p>\n<p>            (b) Lapse of  Forfeiture Restrictions.  The  Forfeiture Restrictions<br \/>\nshall  lapse as to the  Restricted  Shares  in  accordance  with  the  following<br \/>\nschedule  provided that Employee has been  continuously  employed by the Company<br \/>\nfrom the date of this Agreement through the lapse date:<\/p>\n<table>\n<caption>\n                                                   Percentage of Total<br \/>\n                                               Number of Restricted Shares<br \/>\n                                                 as to Which Forfeiture<br \/>\n         Lapse Date                                Restrictions Lapse<br \/>\n         &#8212;&#8212;&#8212;-                            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                                            <c><br \/>\nFirst Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Second Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Third Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Fourth Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Fifth Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Sixth Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Seventh Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Eighth Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Ninth Anniversary of the<br \/>\n  date of this Agreement                                  10%<\/p>\n<p>Tenth Anniversary of the<br \/>\n  date of this Agreement                                  10%<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all<br \/>\nof the  Restricted  Shares on the earlier of (i) the  occurrence  of a Corporate<br \/>\nChange  (as  such  term is  defined  in the  Plan),  (ii)  the  date  Employee&#8217;s<br \/>\nemployment  with the Company is  terminated by reason of death,  disability  (as<br \/>\ndetermined by the Company or employing  subsidiary)  or normal  retirement on or<br \/>\nafter age sixty-five or (iii) the date on which  Employee shall become  entitled<br \/>\nto the  severance  benefits set forth in Section 3.3 of that  certain  Executive<br \/>\nEmployment  Agreement  by and between  Employee  and the  Company.  In the event<br \/>\nEmployee&#8217;s  employment is terminated for any other reason,  including retirement<br \/>\nprior  to  age  sixty-five  with  the  approval  of  the  Company  or  employing<br \/>\nsubsidiary,  the Committee which  administers the Plan (the  &#8220;Committee&#8221;) or its<br \/>\ndelegate,  as  appropriate,  may, in the  Committee&#8217;s  or  such delegate&#8217;s  sole<\/p>\n<p>discretion,  approve  the  lapse  of  Forfeiture  Restrictions  as to any or all<br \/>\nRestricted Shares still subject to such restrictions, such lapse to be effective<br \/>\non the date of such approval or Employee&#8217;s termination date, if later.<\/p>\n<p>            (c) Certificates.  A  certificate evidencing  the Restricted  Shares<br \/>\nshall be issued by the  Company  in  Employee&#8217;s  name,  or at the  option of the<br \/>\nCompany,  in the name of a nominee of the  Company,  pursuant to which  Employee<br \/>\nshall have voting rights and shall be entitled to receive all  dividends  unless<br \/>\nand until the Restricted Shares are forfeited pursuant to the provisions of this<br \/>\nAgreement.  The  certificate  shall bear a legend  evidencing  the nature of the<br \/>\nRestricted  Shares,  and the Company may cause the  certificate  to be delivered<br \/>\nupon issuance to the Secretary of the Company or to such other depository as may<br \/>\nbe  designated  by  the  Company  as a  depository  for  safekeeping  until  the<br \/>\nforfeiture occurs or the Forfeiture  Restrictions lapse pursuant to the terms of<br \/>\nthe Plan and this award. Upon request of the Committee or its delegate, Employee<br \/>\nshall deliver to the Company a stock power,  endorsed in blank,  relating to the<br \/>\nRestricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of<br \/>\nthe Forfeiture  Restrictions  without forfeiture,  the Company shall cause a new<br \/>\ncertificate or  certificates to be issued without legend in the name of Employee<br \/>\nfor the shares upon which Forfeiture  Restrictions  lapsed.  Notwithstanding any<br \/>\nother  provisions of this  Agreement,  the issuance or delivery of any shares of<br \/>\nStock (whether  subject to  restrictions or  unrestricted)  may be postponed for<br \/>\nsuch period as may be required to comply  with  applicable  requirements  of any<br \/>\nnational  securities  exchange or any  requirements  under any law or regulation<br \/>\napplicable to the issuance or delivery of such shares.  The Company shall not be<br \/>\nobligated  to issue or deliver  any shares of Stock if the  issuance or delivery<br \/>\nthereof  shall  constitute  a violation  of any  provision  of any law or of any<br \/>\nregulation of any governmental authority or any national securities exchange.<\/p>\n<p>         3. Withholding of Tax. To the extent that the receipt of the Restricted<br \/>\nShares or the lapse of any Forfeiture Restrictions results in income to Employee<br \/>\nfor federal or state income tax purposes,  Employee shall deliver to the Company<br \/>\nat the time of such  receipt or lapse,  as the case may be, such amount of money<br \/>\nor  shares  of  unrestricted  Stock  as the  Company  may  require  to meet  its<br \/>\nwithholding  obligation  under  applicable  tax  laws or  regulations,  and,  if<br \/>\nEmployee  fails to do so, the Company is authorized to withhold from any cash or<br \/>\nStock remuneration then or thereafter payable to Employee any tax required to be<br \/>\nwithheld by reason of such resulting compensation income.<\/p>\n<p>         4. Status of Stock. Employee agrees that the Restricted Shares will not<br \/>\nbe  sold or  otherwise  disposed  of in any  manner  which  would  constitute  a<br \/>\nviolation of any  applicable  federal or state  securities  laws.  Employee also<br \/>\nagrees (i) that the  certificates  representing  the Restricted  Shares may bear<br \/>\nsuch  legend or  legends as the  Company  deems  appropriate  in order to assure<br \/>\ncompliance with applicable  securities laws, (ii) that the Company may refuse to<br \/>\nregister the transfer of the Restricted  Shares on the stock transfer records of<br \/>\nthe  Company  if such  proposed  transfer  would be in the  opinion  of  counsel<br \/>\nsatisfactory to the Company constitute a violation of any applicable  securities<br \/>\nlaw and (iii) that the Company may give  related  instructions  to its  transfer<br \/>\nagent, if any, to stop registration of the transfer of the Restricted Shares.<\/p>\n<p>         5. Employment  Relationship.  For purposes of this Agreement,  Employee<br \/>\nshall be considered  to be in the  employment of the Company as long as Employee<br \/>\nremains an employee of either the Company, any successor corporation or a parent<br \/>\nor subsidiary corporation (as defined in section 424 of the Code) of the Company<br \/>\nor any successor corporation. Any question as to whether and when there has been<br \/>\na termination of such employment,  and the cause of such  termination,  shall be<br \/>\ndetermined  by  the  Committee,  or  its  delegate,  as  appropriate,   and  its<br \/>\ndetermination shall be final.<\/p>\n<p>         6. Committee&#8217;s  Powers. No provision  contained in this Agreement shall<br \/>\nin any way  terminate,  modify or  alter,  or be  construed  or  interpreted  as<br \/>\nterminating, modifying or altering any of the powers, rights or authority vested<br \/>\nin the Committee or, to the extent  delegated,  in its delegate  pursuant to the<br \/>\nterms of the Plan or resolutions adopted in furtherance of the Plan,  including,<br \/>\nwithout limitation,  the right to make certain determinations and elections with<br \/>\nrespect to the Restricted Shares.<\/p>\n<p>         7. Binding  Effect.  This Agreement  shall be binding upon and inure to<br \/>\nthe benefit of any successors to the Company and all persons  lawfully  claiming<br \/>\nunder Employee.<\/p>\n<p>         8. Governing Law. This Agreement shall be governed by, and construed in<br \/>\naccordance with, the laws of the State of Texas.<\/p>\n<p>         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly<br \/>\nexecuted by an officer thereunto duly authorized, and Employee has executed this<br \/>\nAgreement, all as of the date first above written.<\/p>\n<p>                                  HALLIBURTON COMPANY<\/p>\n<p>                                  By:<br \/>\n                                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                     David J. Lesar<br \/>\n                                     Chairman of the Board, President<br \/>\n                                     and Chief Executive Officer<\/p>\n<p>                                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                     Employee<\/p>\n<p>                           RESTRICTED STOCK AGREEMENT<br \/>\n                                  March 3, 2003<br \/>\n                               C. Christopher Gaut<br \/>\n                                  30,000 shares<br \/>\n                             Ten year vesting period<\/p>\n<p>Please Check Appropriate Item (One of the boxes must be checked):<\/p>\n<p>         (   )     I do not  desire the alternative  tax treatment  provided for<br \/>\n                   in the Internal Revenue Code Section 83(b).<\/p>\n<p>         (   )     I do desire the alternative  tax treatment  provided for in<br \/>\n                   Internal Revenue Code Section 83(b) and desire that forms for<br \/>\n                   such purpose be forwarded to me.<br \/>\n         * I acknowledge  that the Company has suggested  that before this block<br \/>\n         is checked that I check with a tax consultant of my choice.<\/p>\n<p>Please furnish the following information for shareholder records:<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n(Given name and initial must be used            Social Security Number<br \/>\n for stock registry)                            (if applicable)<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nAddress (Street or P. O. Box)                   Birth Date<br \/>\n                                                Month\/Day\/Year<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nAddress (City and State\/Province)               Name of Employer (Business Unit)<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nAddress (Postal Code, Country)                  Payroll ID Number<\/p>\n<p>United States Citizen:  Yes    No               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                           &#8212;   &#8212;            Day phone Number<\/p>\n<p>E-mail address:<br \/>\n               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>              PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.<\/p>\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-39836","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\/39836","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=39836"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39836"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39836"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39836"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}