{"id":39837,"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-david-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-david-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-david-a.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and David A. Reamer"},"content":{"rendered":"<pre>\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This  Executive Employment  Agreement ('Agreement'), is entered into by\nand between Halliburton Energy Services, Inc. ('Employer'), Halliburton Company,\na Delaware corporation ('Halliburton'), and David A. Reamer, ('Employee'), to be\neffective on September 29, 1998 (the 'Effective Date').\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Employee is currently employed by Employer; and\n\n         WHEREAS,  Employer is desirous of continuing the employment of Employee\nafter the  Effective  Date  pursuant  to the terms  and  conditions  and for the\nconsideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of\ncontinuing in the employ of Employer  pursuant to such terms and  conditions and\nfor such consideration.\n\n         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,\ncovenants, and obligations contained herein, Employer,  Halliburton and Employee\nagree as follows:\n\nARTICLE 1:        EMPLOYMENT AND DUTIES:\n\n         1.1.     Employer agrees to employ Employee, and Employee  agrees to be\nemployed by Employer,  beginning as of the Effective Date and  continuing  until\nthe date of termination of Employee's  employment  pursuant to the provisions of\nArticle 3 (the 'Term'), subject to the terms and conditions of this Agreement.\n\n         1.2.     Beginning as of the Effective Date, Employee shall be employed\nas Senior Vice President - Shared Services Division of Employer. Employee agrees\nto serve in the assigned  position or in such other executive  capacities as may\nbe requested from time to time by Employer and to perform diligently  and to the\nbest of  Employee's  abilities  the duties  and  services  appertaining  to such\npositions as reasonably  determined by Employer,  as well as such  additional or\ndifferent duties and services  appropriate to such positions which Employee from\ntime to time may be reasonably directed to perform by Employer.\n\n         1.3.     Employee shall at all times comply with and be subject to such\npolicies and  procedures as  Halliburton  or Employer may establish from time to\ntime,  including,  without limitation,  the Halliburton Company Code of Business\nConduct (the 'Code of Business Conduct').\n\n         1.4.     Employee shall, during the period of Employee's  employment by\nEmployer,  devote Employee's full business time, energy, and best efforts to the\nbusiness  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or\nindirectly, in any other business,  investment, or activity that interferes with\nEmployee's  performance  of  Employee's  duties  hereunder,  is  contrary to the\ninterest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,\nincluding Employer (collectively, the 'Halliburton Entities' or, individually, a\n'Halliburton  Entity'),  or  requires  any  significant  portion  of  Employee's\n\n\nbusiness time. The foregoing  notwithstanding,  the parties  recognize and agree\nthat  Employee may engage in passive  personal  investments  and other  business\nactivities  which  do  not  conflict  with  the  business  and  affairs  of  the\nHalliburton  Entities or interfere  with  Employee's  performance  of his or her\nduties hereunder. Employee may not serve on the board of directors of any entity\nother than a Halliburton  Entity during the Term without the approval thereof in\naccordance with  Halliburton's  policies and procedures  regarding such service.\nEmployee  shall be  permitted to retain any  compensation  received for approved\nservice on any unaffiliated corporation's board of directors.\n\n         1.5.     Employee  acknowledges  and  agrees  that   Employee   owes  a\nfiduciary duty of  loyalty, fidelity  and allegiance to  act at all times in the\nbest interests of the Employer  and the other  Halliburton Entities and to do no\nact which would, directly or indirectly,  injure  any  such  entity's  business,\ninterests, or reputation.  It is agreed that any direct or indirect interest in,\nconnection with, or benefit from any outside activities, particularly commercial\nactivities,  which interest might in any way adversely affect  Employer,  or any\nHalliburton  Entity,  involves a possible conflict of interest.  In keeping with\nEmployee's fiduciary duties to Employer, Employee agrees that Employee shall not\nknowingly  become  involved  in a conflict  of  interest  with  Employer  or the\nHalliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to\ncontinue.  Moreover,  Employee  shall not  engage in any  activity  which  might\ninvolve a possible  conflict of interest  without  first  obtaining  approval in\naccordance with Halliburton's policies and procedures.\n\n         1.6.     Nothing contained herein shall be construed  to  preclude  the\ntransfer of Employee's  employment to another  Halliburton  Entity  ('Subsequent\nEmployer') as of, or at any time after,  the Effective Date and no such transfer\nshall be deemed to be a  termination  of  employment  for  purposes of Article 3\nhereof; provided, however, that, effective with such transfer, all of Employer's\nobligations  hereunder  shall be  assumed  by and be  binding  upon,  and all of\nEmployer's  rights hereunder shall be assigned to, such Subsequent  Employer and\nthe defined term 'Employer' as used herein shall thereafter be deemed amended to\nmean such Subsequent  Employer.  Except as otherwise  provided above, all of the\nterms and conditions of this Agreement, including without limitation, Employee's\nrights and  obligations,  shall remain in full force and effect  following  such\ntransfer of employment.\n\nARTICLE 2:        COMPENSATION AND BENEFITS:\n\n         2.1.     Employee's base salary during  the Term shall be not less than\n$325,000  per  annum  which  shall be paid in  accordance  with  the  Employer's\nstandard  payroll  practice for its  executives.  Employee's  base salary may be\nincreased from time to time with the approval of the  Compensation  Committee of\nHalliburton's Board of Directors (the 'Compensation Committee') or its delegate,\nas  applicable.  Such increased base salary shall become the minimum base salary\nunder this  Agreement  and may not be decreased  thereafter  without the written\nconsent of Employee.\n\n         2.2.     During the Term, Employee shall participate in the Halliburton\nAnnual  Performance Pay Plan, or any successor annual incentive plan approved by\n\n                                       2\n\n\nthe Compensation Committee;  provided, however, that all determinations relating\nto Employee's participation,  including,  without limitation,  those relating to\nthe  performance   goals   applicable  to  Employee  and  Employee's   level  of\nparticipation  and payout  opportunity,  shall be made in the sole discretion of\nthe person or committee to whom such authority has been granted pursuant to such\nplan's terms.\n\n         2.3      Halliburton  shall  grant  to  Employee  under the Halliburton\nCompany 1993  Stock and Long-Term  Incentive Plan (the '1993 Plan') 7,500 shares\nof Halliburton's common stock subject to restrictions.\n\n         2.4.     During the Term, Employer shall pay or reimburse  Employee for\nall actual, reasonable and customary expenses incurred by Employee in the course\nof his or her employment; including, but not limited to, travel,  entertainment,\nsubscriptions  and dues associated with Employee's  membership in  professional,\nbusiness and civic  organizations;  provided that such expenses are incurred and\naccounted for in accordance with Employer's applicable policies and procedures.\n\n         2.5.     While employed by Employer,   Employee  shall  be  allowed  to\nparticipate,  on the same  basis  generally  as  other  executive  employees  of\nEmployer,  in  all  general  employee  benefit  plans  and  programs,  including\nimprovements  or  modifications  of the  same,  which on the  Effective  Date or\nthereafter  are  made  available  by  Employer  to all or  substantially  all of\nEmployer's  similarly situated executive  employees.  Such benefits,  plans, and\nprograms may include, without limitation, medical, health, and dental care, life\ninsurance,  disability  protection,  and qualified and non-qualified  retirement\nplans. Except as specifically  provided herein,  nothing in this Agreement is to\nbe  construed  or  interpreted  to  increase  or  alter  in any way the  rights,\nparticipation,  coverage,  or benefits under such benefit plans or programs than\nprovided to similarly  situated  executive  employees  pursuant to the terms and\nconditions  of such  benefit  plans and  programs.  While  employed by Employer,\nEmployee  shall be  eligible  to  receive  awards  under  the  1993  Plan or any\nsuccessor  stock-related  plan  adopted  by  Halliburton's  Board of  Directors;\nprovided, however, that the foregoing shall not be construed as a guarantee with\nrespect to the type,  amount or frequency of such awards, if any, such decisions\nbeing  solely  within  the  discretion  of  the  Compensation  Committee  or its\ndelegate, as applicable.\n\n         2.6.     Except as otherwise provided in Section  2.2  hereof,  neither\nHalliburton  nor  Employer  shall by reason of this  Article 2 be  obligated  to\ninstitute,  maintain, or refrain from changing,  amending or discontinuing,  any\nincentive  compensation,  employee  benefit or stock or stock option  program or\nplan,  so long as such actions are  similarly  applicable  to covered  employees\ngenerally.\n\n         2.7.     Employer  may  withhold  from  any compensation,  benefits, or\namounts payable under this Agreement all federal, state, city, or other taxes as\nmay be required pursuant to any law or governmental regulation or ruling.\n\n                                       3\n\n\nARTICLE 3:        TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:\n\n         3.1.     Employee's  employment  with Employer  shall be terminated (i)\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 notice to Employee, or by Employee upon thirty (30) days'\nnotice 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 or\n                  her  usual  duties  with  such   condition  likely  to  remain\n                  continuously and permanently as determined by the Compensation\n                  Committee.\n\n         (iv)     Voluntary  Termination.  'Voluntary  Termination' shall mean a\n                  termination  of employment in the sole  discretion  and at the\n                  election of Employee for other than Good Reason. 'Good Reason'\n                  shall mean (a) a termination of employment by Employee because\n                  of a material breach by Employer of any material  provision of\n                  this Agreement which remains  uncorrected for thirty (30) days\n                  following  notice of such  breach  by  Employee  to  Employer,\n                  provided such termination  occurs within sixty (60) days after\n                  the  expiration of the notice  period or (b) a termination  of\n                  employment by Employee  within six (6) months after a material\n                  reduction in Employee's rank or responsibility with Employer.\n\n         (v)      Termination for Cause. Termination of Employee's employment by\n                  Employer for Cause.  'Cause' shall mean any of the  following:\n                  (a) Employee's gross  negligence or willful  misconduct in the\n                  performance  of the duties and  services  required of Employee\n                  pursuant to this Agreement, (b) Employee's final conviction of\n                  a felony,  (c) a material  violation  of the Code of  Business\n                  Conduct  or (d)  Employee's  material  breach of any  material\n                  provision of this  Agreement  which  remains  uncorrected  for\n                  thirty (30) days  following  notice of such breach to Employee\n\n                                       4\n\n\n                  by Employer.  Determination  as to whether or not Cause exists\n                  for  termination of Employee's  employment will be made by the\n                  Compensation Committee.\n\n         In the  event  Employee's  employment  is  terminated  under any of the\nforegoing circumstances,  all future compensation to which Employee is otherwise\nentitled and all future  benefits for which Employee is eligible shall cease and\nterminate as of the date of termination, except as specifically provided in this\nSection 3.2.  Employee,  or his or her estate in the case of  Employee's  death,\nshall be entitled to pro rata base salary  through the date of such  termination\nand  shall  be  entitled  to any  individual  bonuses  or  individual  incentive\ncompensation not yet paid but payable under  Employer's or  Halliburton's  plans\nfor years prior to the year of Employee's  termination of employment,  but shall\nnot be entitled to any bonus or incentive  compensation for the year in which he\nor she  terminates  employment or any other payments or benefits by or on behalf\nof  Employer  except  for those  which may be payable  pursuant  to the terms of\nEmployer's 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  Employer for any\nreason  other than as  set forth in Section 3.2 above Employee shall be entitled\nto each of the following:\n\n         (i)      To  the  extent not  otherwise  specifically  provided  in any\n                  underlying   restricted   stock   agreements,  all  shares  of\n                  Halliburton common stock previously  granted to Employee under\n                  the Halliburton Company Career Executive Incentive Stock Plan,\n                  the 1993 Plan, and any similar plan adopted by Halliburton  in\n                  the  future,  which at the date of termination  of  employment\n                  are subject to restrictions (the 'Restricted Shares')  will be\n                  treated  in  a  manner  consistent  with   Halliburton's  past\n                  practices  for   treatment  of   Restricted  Shares   held  by\n                  executives whose employment was involuntarily  terminated by a\n                  Halliburton  Entity  for reasons other  than Cause,  which, in\n                  most  instances,  have been to forfeit the  Restricted  Shares\n                  and pay to such executive a lump sum cash payment equal to the\n                  value of the Restricted  Shares (based on the closing price of\n                  Halliburton common stock on the New York Stock Exchange on the\n                  date of termination  of  employment);  although in some cases,\n                  Halliburton  has,  in  lieu  of, or in  combination  with, the\n                  foregoing  and  in  its  discretion,  caused  the   forfeiture\n                  restrictions   with  respect  to  all  or  a  portion  of  the\n                  Restricted  Shares to lapse and  provided for the retention of\n                  such shares by such executive.\n\n          (ii)    Subject to the  provisions of Section 3.4,  Employer shall pay\n                  to Employee a severance  benefit  consisting  of a single lump\n                  sum cash payment equal to two years' of Employee's base salary\n                  as  in  effect  at  the  date  of  Employee's  termination  of\n                  employment. Such severance benefit shall be paid no later than\n                  sixty   (60)  days   following   Employee's   termination   of\n                  employment.\n\n\n                                       5\n\n\n\n         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual  incentive  compensation  not yet paid but  payable\n                  under Employer's or Halliburton's plans for years prior to the\n                  year of Employee's  termination  of  employment.  Such amounts\n                  shall be paid to Employee in a single lump sum cash payment no\n                  later than sixty (60) days following Employee's termination of\n                  employment.\n\n         (iv)     Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual   incentive   compensation   under   Employer's  or\n                  Halliburton's plans for the year of Employee's  termination of\n                  employment  determined as if Employee had remained employed by\n                  the Employer for the entire year.  Such amounts  shall be paid\n                  to  Employee  at the  time  that  such  amounts  are  paid  to\n                  similarly  situated  employees  except that no portion of such\n                  amounts shall be deferred to future years.\n\n         3.4.     The severance benefit paid to Employee pursuant to Section 3.3\nshall be in consideration of Employee's  continuing  obligations hereunder after\nsuch termination,  including,  without limitation,  Employee's obligations under\nArticle 4.  Further,  as a condition to the receipt of such  severance  benefit,\nEmployer,  in its sole  discretion,  may  require  Employee  to first  execute a\nrelease,  in the form established by Employer,  releasing Employer and all other\nHalliburton Entities, and their officers, directors, employees, and agents, from\nany and all  claims  and  from  any and all  causes  of  action  of any  kind or\ncharacter,  including,  but not  limited  to,  all  claims  and causes of action\narising out of Employee's  employment  with  Employer and any other  Halliburton\nEntities or the  termination of such  employment.  The performance of Employer's\nobligations  under Section 3.3 and the receipt of the severance benefit provided\nthereunder by Employee shall  constitute  full settlement of all such claims and\ncauses of action.  Employee shall not be under any duty or obligation to seek or\naccept other employment  following a termination of employment pursuant to which\na  severance  benefit  payment  under  Section  3.3 is owing and the amounts due\nEmployee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee\naccepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed\nindividual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and\nexclusive  rights against the Employer or its affiliates and the Employer's sole\nand exclusive liability to Employee under this Agreement,  in contract,  tort or\notherwise,  for  the  termination  of his or her  employment  relationship  with\nEmployer.  Employee agrees that all disputes relating to Employee's  termination\nof  employment,  including,  without  limitation,  any  dispute as to 'Cause' or\n'Voluntary   Termination'   and  any  claims  or  demands  against  Employer  or\nHalliburton  based upon  Employee's  employment  for any monies other than those\nspecified  in Section 3.3,  shall be resolved  through the  Halliburton  Dispute\nResolution  Plan as  provided in Section 5.6  hereof;  provided,  however,  that\ndecisions  as to  whether  'Cause'  exists  for  termination  of the  employment\nrelationship  with  Employee and whether and as of what date Employee has become\npermanently   disabled  are   delegated  to  the   Compensation   Committee  for\ndetermination  and any  dispute  of  Employee  with any such  decision  shall be\nlimited to whether the  Compensation  Committee  reached  such  decision in good\nfaith.  Nothing contained in this Article 3 shall be construed to be a waiver by\n\n                                       6\n\n\nEmployee of any benefits  accrued for or due Employee under any employee benefit\nplan (as such term is defined in the Employees'  Retirement  Income Security Act\nof 1974, as amended) maintained by Employer or Halliburton, except that Employee\nshall not be entitled to any severance  benefits  pursuant to any severance plan\nor program of the Employer or Halliburton.\n\n         3.5.     Termination of the employment relationship  does not terminate\nthose  obligations  imposed by this Agreement which are continuing  obligations,\nincluding, without limitation, Employee's obligations under Article 4.\n\nARTICLE 4:        OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND\n                  CONFIDENTIAL INFORMATION:\n\n         4.1.     All  information, ideas, concepts, improvements,  discoveries,\nand inventions, whether  patentable or not, which are conceived, made, developed\nor acquired by Employee, individually  or in  conjunction  with  others,  during\nEmployee's  employment  by Employer  or any of its  affiliates  (whether  during\nbusiness  hours or otherwise  and whether on  Employer's  premises or otherwise)\nwhich relate to the business, products or services of Employer or its affiliates\n(including,  without  limitation,  all such  information  relating to  corporate\nopportunities,  research,  financial and sales data,  pricing and trading terms,\nevaluations, opinions,  interpretations,  acquisition prospects, the identity of\ncustomers  or their  requirements,  the  identity  of key  contacts  within  the\ncustomer's organizations or within the organization of acquisition prospects, or\nmarketing and merchandising  techniques,  prospective names, and marks), and all\nwritings or materials of any type embodying any of such items, shall be the sole\nand exclusive property of Employer or its affiliates, as the case may be.\n\n         4.2.     Employee acknowledges that the businesses  of Employer and its\naffiliates are highly  competitive and that their  strategies,  methods,  books,\nrecords, and documents,  their technical information  concerning their products,\nequipment,   services,   and  processes,   procurement  procedures  and  pricing\ntechniques,  the names of and other  information  (such as credit and  financial\ndata)  concerning  their  customers  and  business   affiliates,   all  comprise\nconfidential business information and trade secrets which are valuable, special,\nand unique  assets which  Employer or its  affiliates  use in their  business to\nobtain  a  competitive  advantage  over  their  competitors.   Employee  further\nacknowledges that protection of such confidential business information and trade\nsecrets  against  unauthorized  disclosure and use is of critical  importance to\nEmployer and its affiliates in maintaining their competitive position.  Employee\nhereby  agrees  that  Employee  will not, at any time during or after his or her\nemployment by Employer,  make any  unauthorized  disclosure of any  confidential\nbusiness information or trade secrets of Employer or its affiliates, or make any\nuse   thereof,   except  in  the   carrying   out  of  his  or  her   employment\nresponsibilities hereunder.  Confidential business information shall not include\ninformation  in the  public  domain  (but only if the same  becomes  part of the\npublic domain through a means other than a disclosure prohibited hereunder). The\nabove  notwithstanding,  a  disclosure  shall not be  unauthorized  if (i) it is\nrequired  by law or by a  court  of  competent  jurisdiction  or  (ii)  it is in\n\n                                       7\n\n\nconnection  with any judicial,  arbitration,  dispute  resolution or other legal\nproceeding in which  Employee's  legal rights and  obligations as an employee or\nunder this Agreement are at issue;  provided,  however,  that Employee shall, to\nthe extent  practicable  and  lawful in any such  events,  give prior  notice to\nEmployer  of his or her  intent  to  disclose  any  such  confidential  business\ninformation  in such  context  so as to  allow  Employer  or its  affiliates  an\nopportunity (which Employee will not oppose) to obtain such protective orders or\nsimilar relief with respect thereto as may be deemed appropriate.\n\n         4.3.     All written materials, records,  and other  documents made by,\nor coming into the  possession of, Employee  during  the  period  of  Employee's\nemployment  by  Employer  which  contain  or  disclose   confidential   business\ninformation or trade secrets of Employer or its  affiliates  shall be and remain\nthe  property  of  Employer,  or  its  affiliates,  as the  case  may  be.  Upon\ntermination  of  Employee's  employment  by Employer,  for any reason,  Employee\npromptly shall deliver the same, and all copies thereof, to Employer.\n\n         4.4      For  purposes  of  this  Article  4,  'affiliates'  shall mean\nentities  in which  Employer or Halliburton has a 20% or more direct or indirect\nequity interest.\n\nARTICLE 5:        MISCELLANEOUS:\n\n         5.1.     Except  as  otherwise  provided  in  Section  4.4 hereof,  for\npurposes  of  this Agreement,  the terms  'affiliate' or  'affiliated'  means an\nentity  who  directly,  or  indirectly  through  one  or  more   intermediaries,\ncontrols,  is  controlled  by, or  is  under  common  control  with  Employer or\nHalliburton  or in which Employer or Halliburton  or has  a 50% or  more  equity\ninterest.\n\n         5.2.     For  purposes of  this   Agreement,   notices  and  all  other\ncommunications  provided  for herein  shall be in writing and shall be deemed to\nhave been duly given when  received by or tendered to Employee,  Halliburton  or\nEmployer,  as applicable,  by pre-paid courier or by United States registered or\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n         If to Employer or Halliburton, to Halliburton  Company at 3600  Lincoln\n         Plaza,  500  North  Akard  Street,  Dallas,  Texas  75201-3391,  to the\n         attention of the General Counsel.\n\n         If to Employee, to his or her last known personal residence.\n\n         5.3.     This  Agreement  shall  be   governed  by  and  construed  and\nenforced,  in all  respects in  accordance with  the  law of the State of Texas,\nwithout regard to principles of conflicts of law,  unless  preempted by  federal\nlaw, in which case federal  law  shall  govern;  provided,  however,  that  the\nHalliburton Dispute Resolution Plan and the Federal Arbitration Act shall govern\nin all respects with regard to the resolution of disputes hereunder.\n\n                                       8\n\n\n         5.4.     No failure by either  party  hereto at any time to give notice\nof  any  breach  by the other  party of, or  to  require  compliance  with,  any\ncondition  or provision of this Agreement shall be deemed a waiver of similar or\ndissimilar  provisions or  conditions  at the same or at any prior or subsequent\ntime.\n\n         5.5.     It is a  desire and intent of  the  parties  that  the  terms,\nprovisions,  covenants,  and  remedies  contained  in this  Agreement  shall  be\nenforceable to the fullest extent permitted by law. If any such term, provision,\ncovenant,  or remedy of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances shall, to any extent, be construed to be\ninvalid  or  unenforceable  in whole  or in part,  then  such  term,  provision,\ncovenant,  or  remedy  shall  be  construed  in a  manner  so as to  permit  its\nenforceability  under the applicable law to the fullest extent permitted by law.\nIn any case,  the  remaining  provisions  of this  Agreement or the  application\nthereof to any person,  association, or entity or circumstances other than those\nto which they have been held  invalid  or  unenforceable,  shall  remain in full\nforce and effect.\n\n         5.6.     It is the mutual intention of the parties to have any  dispute\nconcerning this Agreement resolved out of court. Accordingly,  the parties agree\nthat any such dispute shall, as the sole and exclusive  remedy, be submitted for\nresolution through the Halliburton Dispute Resolution Plan;  provided,  however,\nthat the  Employer,  on its own behalf  and on behalf of any of the  Halliburton\nEntities,  shall be entitled to seek a  restraining  order or  injunction in any\ncourt of competent jurisdiction to prevent any breach or the continuation of any\nbreach of the  provisions  of Article 4 and Employee  hereby  consents that such\nrestraining  order or  injunction  may be granted  without the  necessity of the\nEmployer  posting any bond.  The parties  agree that the  resolution of any such\ndispute through such Plan shall be final and binding.\n\n         5.7.     This  Agreement shall be binding upon and inure to the benefit\nof Employer, to the extent herein provided,  Halliburton  and any other  person,\nassociation,  or  entity  which  may  hereafter  acquire  or  succeed  to all or\nsubstantially  all of the business or assets of Employer or  Halliburton  by any\nmeans  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or\notherwise.  Employee's  rights and obligations under this Agreement are personal\nand such rights,  benefits, and obligations of Employee shall not be voluntarily\nor involuntarily assigned,  alienated,  or transferred,  whether by operation of\nlaw or otherwise,  without the prior written consent of Employer,  other than in\nthe case of death or incompetence of Employee.\n\n         5.8.     Except for any  stock option and restricted  stock  agreements\nand  any  agreements   pertaining  to  intellectual   property  or  confidential\ninformation  of Employer  or Halliburton,  as the case may be, which  agreements\nremain in full force and effect, this Agreement replaces and merges any previous\nagreements and discussions  pertaining  to the subject  matter  covered  herein.\nThis Agreement  constitutes the  entire agreement  of the parties with regard to\nthe terms of  Employee's  employment,  termination of  employment  and severance\nbenefits,  and  contains  all  of   the  covenants,  promises,  representations,\nwarranties,  and agreements  between the  parties with  respect to such matters.\nEach party to this Agreement acknowledges that no  representation,   inducement,\n\n                                       9\n\n\npromise, or  agreement, oral or  written,  has  been made  by either  party with\nrespect to the foregoing matters which is  not  embodied  herein,  and  that  no\nagreement, statement, or  promise  relating  to  the  employment of  Employee by\nEmployer that is not contained in this Agreement shall be valid or binding.  Any\nmodification of this Agreement  will be  effective  only if it is in writing and\nsigned by each party whose rights hereunder are affected thereby, provided  that\nany  such  modification  must  be  authorized  or  approved  by the Compensation\nCommittee or its delegate, as appropriate.\n\n         IN  WITNESS  WHEREOF,  Employer,  Halliburton  and  Employee  have duly\nexecuted this  Agreement in multiple  originals to be effective on the Effective\nDate.\n\n                                  HALLIBURTON ENERGY SERVICES, INC.\n\n\n\n                                  By: \/s\/ David J. Lesar\n                                     ----------------------------------\n                                  Name:   David J. Lesar\n                                  Title:  President and Chief Executive Officer\n\n\n                                  HALLIBURTON COMPANY\n\n\n                                  By: \/s\/ David J. Lesar\n                                     ----------------------------------\n                                  Name:   David J. Lesar\n                                  Title:  President and Chief Operating Officer\n\n\n                                  EMPLOYEE\n\n\n                                  \/s\/ David A. Reamer\n                                  -------------------------------------\n                                      David A. Reamer\n\n\n\n                                       10\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39837","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\/39837","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=39837"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39837"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39837"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39837"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}