{"id":39838,"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-donald-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-donald-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-donald-c.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Donald C. Vaughn"},"content":{"rendered":"<pre>\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This  Executive  Employment  Agreement  ('Agreement'),   including  the\nattached  Exhibit 'A', is entered  into by and between  Halliburton  Company,  a\nDelaware  corporation having offices at 3600 Lincoln Plaza, 500 N. Akard Street,\nDallas,  Texas  75201-3391  ('Employer'),  and Donald C. Vaughn,  an  individual\ncurrently residing at 6119 Glendora,  Dallas,  Texas 75230  ('Employee'),  to be\neffective on the later of the date of execution of this Agreement by the parties\nhereto or the effective date of the merger between  Halliburton  N.C.,  Inc. and\nDresser  Industries,  Inc. (the 'Merger')  pursuant to the terms of that certain\nAgreement  and Plan of Merger (the 'Merger  Agreement')  by and among  Employer,\nHalliburton N.C., Inc. and Dresser Industries,  Inc.  ('Dresser') dated February\n25, 1998 (the 'Effective Date').\n\n                                   WITNESSETH:\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\n1.1      Employer agrees to employ Employee,  and Employee agrees to be employed\n         by Employer,  beginning as of the Effective Date and  continuing  until\n         March 31, 2001 (the  'Term'),  subject to the terms and  conditions  of\n         this Agreement.\n\n1.2      Beginning on the  Effective  Date,  Employee  shall be employed as Vice\n         Chairman of Employer. Employee agrees to serve in the assigned position\n         and to perform  diligently and to the best of Employee's  abilities the\n         duties and services  appertaining  to such  position as  determined  by\n         Employer,  as well as such additional or different  duties and services\n         appropriate  to such position  which  Employee from time to time may be\n         reasonably directed to perform by Employer. Employee shall at all times\n         comply with and be subject to such policies and  procedures as Employer\n         may establish from time to time,  including,  without  limitation,  the\n         Halliburton Company Code of Business Conduct.\n\n1.3      Employee shall, during the period of Employee's employment by Employer,\n         devote Employee's full business time,  energy,  and best efforts to the\n         business and affairs of Employer.  Employee may not engage, directly or\n         indirectly,  in  any  other  business,  investment,  or  activity  that\n         interferes with Employee's  performance of Employee's duties hereunder,\n         is contrary to the interests of Employer,  or requires any  significant\n\n\n\n\n\n\n         portion of Employee's business time. The foregoing notwithstanding, the\n         parties  recognize  and agree  that  Employee  may  engage  in  passive\n         personal  investments  and  other  business  activities  which  do  not\n         conflict  with the  business  and affairs of the  Employer or interfere\n         with Employee's  performance of his duties  hereunder.  In that regard,\n         Employee   may  serve  on  the  board  of  directors  of  up  to  three\n         unaffiliated  corporations  of his  choice.  Except as  provided in the\n         preceding sentence, Employee may not serve on the board of directors of\n         any entity other than the Employer during the Term without the approval\n         of the  Audit  Committee  of  the  Employer's  Board  of  Directors  in\n         accordance with the Employer's  policies and procedures  regarding such\n         service,  which approval will not be  unreasonably  withheld.  Employee\n         shall be permitted to retain any compensation received for such service\n         on other corporations' boards of directors.\n\n1.4      Employee acknowledges and agrees that Employee owes a fiduciary duty of\n         loyalty,  fidelity  and  allegiance  to act at all  times  in the  best\n         interests of the  Employer  and to do no act which would  intentionally\n         injure Employer's  business,  its interests,  or its reputation.  It is\n         agreed that any direct or indirect  interest in,  connection  with,  or\n         benefit   from  any   outside   activities,   particularly   commercial\n         activities,  which interest might in any way adversely affect Employer,\n         or any of its affiliates,  involves a possible conflict of interest. In\n         keeping with Employee's  fiduciary duties to Employer,  Employee agrees\n         that  Employee  shall not  knowingly  become  involved in a conflict of\n         interest with Employer,  or its affiliates,  or upon discovery thereof,\n         allow such a conflict  to  continue.  Moreover,  Employee  agrees  that\n         Employee shall disclose to the Audit Committee of the Employer's  Board\n         of  Directors  any facts  which  might  involve a possible  conflict of\n         interest.\n\nARTICLE 2:                 COMPENSATION AND BENEFITS\n\n2.1      Employee's  base salary during the Term shall be payable at the rate of\n         not less than  $600,000.00  per annum which shall be paid in accordance\n         with the  Employer's  standard  payroll  practice  for its  executives.\n         Employee's  base salary may be  increased  from time to time during the\n         Term in a manner  similar to that used to establish  the base salary of\n         other members of the Executive Committee of Employer, with the approval\n         of the Compensation  Committee of Employer's  Board of Directors.  Such\n         increased  base salary  shall become the minimum base salary under this\n         Agreement and may not be decreased during the Term.\n\n2.2      Employee  shall be  entitled  to  receive  the bonus  earned  under the\n         Dresser 1998 Executive  Incentive  Compensation  Plan (the 'Dresser EVA\n         Plan')  for its fiscal  year ended  October  31,  1998,  based upon the\n         actual level of attainment of Dresser's established performance targets\n         for the  period  ended  October  31,  1998 or, if the  actual  level of\n\n\n                                       2\n\n\n\n         performance  cannot  be  determined,  a  reasonable  estimate  thereof,\n         provided he remains  employed by the  Employer  during the  entirety of\n         such  period.  Such bonus  shall be payable by Dresser in a single lump\n         sum payment as soon as practicable  following October 31, 1998. For the\n         period  November 1, 1998 through  December 31, 1998,  Employee shall be\n         entitled to a bonus in an amount determined as follows:  (i) Employee's\n         base salary shall be multiplied  by the same  percentage of base salary\n         as used in the calculation of Employee's bonus earned under the Dresser\n         EVA Plan for the period  ended  October  31,  1998 and (ii) the product\n         thereof shall be multiplied by two-twelfths  (2\/12).  Beginning January\n         1, 1999 and for the remainder of the Term,  Employee shall  participate\n         in Employer's  Annual  Performance  Pay Plan,  or any successor  annual\n         incentive  plan  approved by the  Compensation  Committee of Employer's\n         Board of Directors  (the 'CVA Plan');  provided,  however,  that if the\n         bonus  amount  earned by Employee  for any plan year during the Term is\n         less than the average of bonus  amounts  earned by  Employee  under the\n         Dresser  EVA  Plan or the  predecessor  annual  incentive  plan for the\n         fiscal  years ended  October 31,  1997 and 1998 (the  'Average  Dresser\n         Bonus'),  Employer shall pay to Employee an additional cash bonus equal\n         to the difference.  For plan year 2000, the CVA Plan bonus earned shall\n         be prorated  through  the last day of the Term and the Average  Dresser\n         bonus shall likewise be prorated through such period for the purpose of\n         determining whether or not an additional bonus is payable.\n\n2.3      During the Term,  Employee shall participate in the Halliburton Company\n         1993 Stock and Long-Term Incentive Plan, or any successor stock-related\n         plan adopted by Employer's Board of Directors,  in the same grant cycle\n         for awards under such plan as the other members of Employer's Executive\n         Committee.\n\n2.4      Employer shall, as of the effective time of the Merger, adopt Dresser's\n         Supplemental Executive Retirement Plan, with such amendments thereto as\n         may  be  necessary  or  appropriate  to  reflect  the  Merger  and  the\n         applicable  provisions  of Section  7.09 of the Merger  Agreement,  and\n         Employee shall continue to participate in such plan in accordance  with\n         its terms, as such may be revised.\n\n2.5      From and after the  Effective  Date,  Employer  shall pay, or reimburse\n         Employee,  for all ordinary,  reasonable  and necessary  expenses which\n         Employee   incurs  in  performing   his  duties  under  this  Agreement\n         including, but not limited to, travel, entertainment, professional dues\n         and  subscriptions,  and all dues,  fees and expenses  associated  with\n         membership in various professional, business and civic associations and\n         societies of which Employee's  participation is in the best interest of\n         Employer.\n\n\n                                       3\n\n\n\n2.6      While employed by Employer,  Employee shall be allowed to  participate,\n         on the same basis generally as other  executive  employees of Employer,\n         in  all  general  employee   benefit  plans  and  programs,   including\n         improvements or  modifications of the same, which on the Effective Date\n         or thereafter  are made  available by Employer to all or  substantially\n         all of  Employer's  executive  employees.  Such  benefits,  plans,  and\n         programs may include,  without limitation,  medical, health, and dental\n         care,  life  insurance,   disability  protection,   and  qualified  and\n         non-qualified retirement plans. Except as specifically provided herein,\n         nothing in this Agreement is to be construed or interpreted to increase\n         or alter in any way the rights,  participation,  coverage,  or benefits\n         under  such  benefit  plans or  programs  than  provided  to  executive\n         employees  pursuant to the terms and  conditions  of such benefit plans\n         and programs.\n\n2.7      Except for the programs  and\/or plans provided in Sections 2.1, 2.2 and\n         2.9 herein, Employer shall not by reason of this Article 2 be obligated\n         to  institute,   maintain,  or  refrain  from  changing,  amending,  or\n         discontinuing,  any incentive  compensation or employee benefit program\n         or plan,  so long as such actions are  similarly  applicable to covered\n         employees generally.\n\n2.8      Employer  may  withhold  from any  compensation,  benefits,  or amounts\n         payable under this Agreement all federal,  state,  city, or other taxes\n         as may be required  pursuant to any law or  governmental  regulation or\n         ruling.\n\n2.9      Employer has assumed certain  obligations with respect to certain plans\n         and  programs  of  Dresser  pursuant  to  Section  7.09  of the  Merger\n         Agreement.  With respect to Employee,  such plans and programs  include\n         the following:\n\n         a.       Exhibit A hereto  sets  forth the  Dresser  stock  options and\n                  tandem  restricted  shares  held  by  Employee   as of May 12,\n                  1998.  Employer  acknowledges  its  obligations to  assume the\n                  Dresser  stock  options and the Dresser stock plans as, and to\n                  the  extent   provided,  under  Section  7.09  of  the  Merger\n                  Agreement  and to  issue  upon  exercise of  outstanding stock\n                  options shares of Employer common stock on a one-to-one  ratio\n                  (adjusted pursuant to Section 3.01(a)of the Merger  Agreement,\n                  if applicable)  in  accordance  with  the terms of the Dresser\n                  stock plans and the underlying stock option agreements.  As of\n                  the Effective Date, Employee  shall continue to be entitled to\n                  all his stock  option and tandem restricted share rights under\n                  outstanding  stock  options  held  by  Employee  prior  to the\n                  Effective Date.\n\n                                       4\n\n\n\n         b.       Employee  has  55,109   stock  units  in  Dresser's   Deferred\n                  Compensation   Plan,  and  Employer   hereby   recognizes  its\n                  obligation to perform and pay out such  compensation  pursuant\n                  to the terms of such plan.\n\n         c.       Employee is a participant in Dresser's  Performance Stock Unit\n                  Program  for the four (4)  year  cycles  FY 1994 - 1997 and FY\n                  1996 - 1999.  Employer hereby recognizes its obligation to pay\n                  and  perform  under such plan  pursuant to its terms with such\n                  reasonable estimates of the earnings and equity of Dresser for\n                  the  latter  cycle  as may  be  necessitated  by  the  Merger.\n                  Employer  recognizes  that the  performance  target for the FY\n                  1996-1999  cycle of such plan is  average  Return on Equity of\n                  15% or greater.\n\n         d.       Employee  is  a  participant  in   Dresser's   Executive  Life\n                  Insurance  Program.   Employer acknowledges its obligations to\n                  maintain such program for the benefit of Employee.\n\n         e.       Employee is a participant in Dresser's  Supplemental Executive\n                  Retirement Plan.  Employer hereby acknowledges its obligations\n                  under  Section 2.4 hereof and its  obligations  under  Section\n                  7.09 of the  Merger  Agreement  to  maintain  such  plan  with\n                  respect to  Employee  with the offset  under such plan to take\n                  into account any employer provided  retirement  benefits under\n                  any plans or programs of Employer or any of its subsidiaries.\n\n         f.       Employee is eligible for  Dresser's  Retiree  Medical  Benefit\n                  Plan and  Employer  hereby  acknowledges  its  obligations  to\n                  maintain such plan for the benefit of Employee,  except to the\n                  extent  that any  modifications  thereto are  consistent  with\n                  changes in the medical  plans  provided  by  Employer  and its\n                  subsidiaries for similarly situated active employees.\n\n         g.       Employee  is  fully  vested  in  the M. W.  Kellogg  Long-Term\n                  Performance  Plan  and the  M.  W.  Kellogg  Retirement  Plan.\n                  Employer  recognizes its  obligation  to Employee  pursuant to\n                  these plans.\n\n2.10     Employee shall be eligible to participate in the Halliburton Elective\n         Deferral Plan of  Employer.\n\n\n                                       5\n\n\n\nARTICLE 3:                 TERMINATION PRIOR TO EXPIRATION OF TERM AND\n                           EFFECTS OF SUCH TERMINATION:\n\n3.1      Employee's  employment  with Employer  shall be terminated (i) upon the\n         death of Employee, (ii) upon Employee's permanent disability (permanent\n         disability being defined as Employee's physical or mental incapacity to\n         perform his usual duties as an employee with such  condition  likely to\n         remain continuously and permanently);  provided,  however,  that in the\n         event of such  permanent  disability,  Employee's  employment  and full\n         compensation and benefits shall be continued hereunder until the end of\n         the Term, with Employee's compensation during such period being reduced\n         by any Employer-financed  disability benefits, (iii) at any time during\n         the Term by Employer  upon notice to Employee or by Employee upon sixty\n         (60) days notice to Employer for any or no reason.\n\n3.2      If  Employee's  employment  is  terminated  by reason  of a  'Voluntary\n         Termination' (as hereinafter defined), the death of Employee, permanent\n         disability  of Employee  (as defined in Section 3.1) or by the Employer\n         for 'Cause' (as hereinafter defined),  all future compensation to which\n         Employee  is  otherwise  entitled  and all  future  benefits  for which\n         Employee  is  eligible  shall  cease  and  terminate  as of the date of\n         termination, except as specifically provided in this Section 3.2 and in\n         Section  3.1(ii).  Employee,  or his  estate in the case of  Employee's\n         death,  shall be entitled  to pro rata base salary  through the date of\n         such  termination  and shall be entitled to any  individual  bonuses or\n         individual  incentive  compensation  not yet  paid  but  payable  under\n         Employer's plans for years prior to the year of Employee's  termination\n         of  employment,  but shall not be  entitled  to any bonus or  incentive\n         compensation for the year in which Employee's  employment is terminated\n         or any other  payments or  benefits by or on behalf of Employer  except\n         for those which may be payable  pursuant to the terms of  Dresser's  or\n         Employer's  employee  benefit plans (as  hereinafter  defined),  stock,\n         stock option,  incentive compensation or deferred compensation plans or\n         the applicable  agreements  underlying such plans. For purposes of this\n         Section 3.2, a 'Voluntary  Termination' of the employment  relationship\n         by Employee  prior to expiration of the Term shall be a termination  of\n         employment  in the sole  discretion of and at the election of Employee,\n         other than (i) a  termination  of  Employee's  employment  because of a\n         material breach by Employer of any material provision of this Agreement\n         which remains uncorrected for thirty (30) days following written notice\n         of such  breach  by  Employee  to  Employer  or (ii) a  termination  of\n         Employee's  employment within six (6) months of a material reduction in\n         Employee's rank or responsibility  with Employer.  For purposes of this\n         Section 3.2, the term 'Cause'  shall mean any of (i)  Employee's  gross\n         negligence or willful  misconduct in the  performance of the duties and\n         services  required  of  Employee  pursuant  to  this  Agreement;   (ii)\n         Employee's final conviction of a felony;  or (iii) Employee's  material\n         breach  of any  material  provision  of this  Agreement  which  remains\n         uncorrected  for thirty (30) days following  written notice to Employee\n         by Employer of such breach.\n\n\n                                       6\n\n\n\n3.3      If Employee's  employment  is  terminated  for any reason other than as\n         described  in the first  sentence of Section 3.2 above during the Term,\n         Employee shall  nevertheless  continue to receive his full compensation\n         (base  salary and  bonus) and  benefits  under this  Agreement  for the\n         duration of the Term.  The amounts paid pursuant to this Section 3.3 to\n         Employee shall be in consideration of Employee's continuing obligations\n         hereunder  after  such  termination  (including,   without  limitation,\n         Employee's  non-competition  obligations).  Employee shall not be under\n         any duty or obligation to seek or accept other  employment  following a\n         termination of employment pursuant to which payments under this Section\n         3.3 are owing and the amounts due Employee pursuant to this Section 3.3\n         shall not be  reduced  or  suspended  if  Employee  accepts  subsequent\n         employment  or earns any  amounts  as a  self-employed  individual.  If\n         Employee should die while receiving  compensation and benefits pursuant\n         to this Section 3.3, such  compensation  and benefits shall be prorated\n         through  the date of his death and paid to his  estate,  but all future\n         compensation  and benefits  shall cease and terminate as of the date of\n         Employee's  death except for those which may be payable pursuant to the\n         terms of Dresser's or Employer's employee benefit plans (as hereinafter\n         defined),  stock,  stock  option,  incentive  compensation  or deferred\n         compensation plans or the applicable  agreements underlying such plans.\n         Employee's  rights  under  this  Section  3.3 are  Employee's  sole and\n         exclusive  rights  against  the  Employer  or its  affiliates  and  the\n         Employer's  sole  and  exclusive   liability  to  Employee  under  this\n         Agreement, in contract,  tort or otherwise,  for the termination of his\n         employment relationship with Employer. Employee covenants not to sue or\n         lodge any claim,  demand or cause of action against Employer based upon\n         Employee's  termination  of employment  for any monies other than those\n         specified  in this  Section 3.3. If Employee  breaches  this  covenant,\n         Employer  shall be entitled to recover from  Employee all sums expended\n         by Employer  (including costs and attorneys'  fees), in connection with\n         such suit, claim, demand or cause of action.  Nothing contained in this\n         Section  3.3  shall be  construed  to be a waiver  by  Employee  of any\n         benefits  accrued for or due Employee  under any employee  benefit plan\n         (as such term is defined in the Employees'  Retirement  Income Security\n         Act of 1974,  as  amended)  or any of the  benefits,  plans or programs\n         provided for in Section 2.09 hereof  maintained  by Dresser or Employer\n         except that Employee  shall not be entitled to any  severance  benefits\n         pursuant to any severance plan or program of Employer.\n\n\n3.4      It is expressly acknowledged and agreed that the decision as to whether\n         'Cause' exists for  termination of the employment  relationship  by the\n         Employer  and  whether  and  as  of  what  date   Employee  has  become\n         permanently disabled is delegated to the Board of Directors of Employer\n         for  determination.  If Employee disagrees with the decision reached by\n         Employer, the dispute will be limited to whether the Board of Directors\n         of Employer reached this decision in good faith.\n\n                                       7\n\n\n\n3.5      Termination of the  employment  relationship  does not terminate  those\n         obligations imposed by this Agreement which are continuing obligations,\n         including, without limitation,  Employee's obligations under Articles 4\n         and 5.\n\nARTICLE 4:                 OWNERSHIP AND PROTECTION OF INTELLECTUAL\n                           PROPERTY AND CONFIDENTIAL INFORMATION\n\n4.1      All  information,  ideas,  concepts,  improvements,   discoveries,  and\n         inventions,  whether  patentable  or not,  which are  conceived,  made,\n         developed or acquired by Employee,  individually or in conjunction with\n         others,  during  Employee's  employment  by  Employer  (whether  during\n         business  hours or  otherwise  and  whether on  Employer's  premises or\n         otherwise)  which relate to Employer's  business,  products or services\n         (including,  without  limitation,  all  such  information  relating  to\n         corporate  opportunities,  research,  financial and sales data, pricing\n         and trading terms, evaluations, opinions, interpretations,  acquisition\n         prospects,  the  identity  of  customers  or  their  requirements,  the\n         identity of key contacts within the customer's  organizations or within\n         the   organization   of   acquisition   prospects,   or  marketing  and\n         merchandising  techniques,  prospective  names,  and  marks),  and  all\n         writings or materials of any type embodying any of such items, shall be\n         disclosed  to  Employer  and are and  shall be the  sole and  exclusive\n         property of Employer.\n\n4.2      Employee   acknowledges   that  the  businesses  of  Employer  and  its\n         affiliates are highly  competitive and that their strategies,  methods,\n         books, records, and documents,  their technical information  concerning\n         their  products,  equipment,   services,  and  processes,   procurement\n         procedures and pricing  techniques,  the names of and other information\n         (such as credit and  financial  data)  concerning  their  customers and\n         business affiliates, all comprise confidential business information and\n         trade  secrets  which are  valuable,  special,  and unique assets which\n         Employer,  or  its  affiliates  use  in  their  business  to  obtain  a\n         competitive   advantage  over  their   competitors.   Employee  further\n         acknowledges that protection of such confidential  business information\n         and  trade  secrets  against  unauthorized  disclosure  and  use  is of\n         critical  importance to Employer,  and its  affiliates  in  maintaining\n         their competitive  position.  Employee hereby agrees that Employee will\n         not, at any time during or after his  employment by Employer,  make any\n         unauthorized  disclosure of any  confidential  business  information or\n         trade secrets of Employer, or its affiliates,  or make any use thereof,\n\n                                       8\n\n\n\n         except  in  the  carrying  out  of  his   employment   responsibilities\n         hereunder.  The  above  notwithstanding,  a  disclosure  shall  not  be\n         unauthorized  if (i) it is required  by law or by a court of  competent\n         jurisdiction  or (ii) it is in  connection  with any  judicial or other\n         legal proceeding in which Employee's legal rights and obligations as an\n         employee or under this Agreement are at issue; provided,  however, that\n         Employee  shall,  to the  extent  practicable  and  lawful  in any such\n         events,  give prior  notice to Employer  of his intent to disclose  any\n         such confidential  business  information in such context so as to allow\n         Employer an opportunity (which Employee will not oppose) to obtain such\n         protective orders or similar relief with respect thereto as it may deem\n         appropriate.\n\n4.3      All written materials,  records, and other documents made by, or coming\n         into the  possession  of,  Employee  during  the  period of  Employee's\n         employment by Employer which contain or disclose  confidential business\n         information or trade secrets of Employer,  or its  affiliates  shall be\n         and remain the property of Employer, or its affiliates, as the case may\n         be. Upon  termination  of Employee's  employment  by Employer,  for any\n         reason,  Employee  promptly  shall  deliver  the same,  and all  copies\n         thereof, to Employer.\n\n\nARTICLE 5:                 POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS\n\n5.1      As part of the  consideration  for the  compensation and benefits to be\n         paid to Employee hereunder, and as an additional incentive for Employer\n         to enter  into  this  Agreement,  Employer  and  Employee  agree to the\n         non-competition  provisions  of this  Article 5.  Employee  agrees that\n         during the period of Employee's non-competition  obligations hereunder,\n         Employee will not,  directly or indirectly  for Employee or for others,\n         in any  geographic  area  or  market  where  Employer  or any of  their\n         affiliated companies are conducting any business (other than de minimis\n         business  operations)  as of the date of  termination of the employment\n         relationship or have during the previous  twelve (12) months  conducted\n         any business (other than de minimis business operations):\n\n         (i)      engage in any business directly  competitive with any business\n                  (other  than de  minimis  business  operations)  conducted  by\n                  Employer or any of Employer's affiliates:\n\n         (ii)     render advice or services to, or otherwise  assist,  any other\n                  person,  association,  or entity who is  engaged,  directly or\n                  indirectly,  in any  business  directly  competitive  with any\n                  business (other than de minimis business operations) conducted\n                  by Employer or any of Employer's affiliates; or\n\n                                       9\n\n\n\n         (iii)    induce  any  employee  of  Employer  or any of its  affiliates\n                  (other than Employee's  personal  secretary or  administrative\n                  assistant) to terminate his employment  with Employer,  or its\n                  affiliates,  or hire  or  assist  in the  hiring  of any  such\n                  induced  employee  by any person,  association,  or entity not\n                  affiliated with Employer.\n\n         These non-competition obligations shall extend until one (1) year after\n         termination  of  the  employment   relationship  between  Employer  and\n         Employee. The above notwithstanding,  nothing in this Section 5.1 shall\n         prohibit Employee from engaging in or being employed by any entity that\n         engages in the provision of management  consulting or other  consulting\n         services to third parties,  even where such entity on occasion  renders\n         advice  or  services  to,  or  otherwise  assists,  any  other  person,\n         association,  or entity who is engaged,  directly or indirectly, in any\n         business directly  competitive with any business  conducted by Employer\n         or  any  of  Employer's  affiliates,  so  long  as  Employee  does  not\n         personally,  directly or indirectly  (i)  participate in rendering such\n         advice,   services  or  assistance  to  any  such   competing   person,\n         association or entity, (ii) provide any information or other assistance\n         to any other  person  employed by  Employee  or by any such  consulting\n         entity for use, directly or indirectly, in rendering such assistance to\n         any  competing  person,  association  or entity or (iii)  engage in any\n         conduct which would be violative of the provisions of Article 4 hereof.\n\n5.2      Employee  understands  that the  foregoing  restrictions  may limit his\n         ability to engage in certain  businesses  anywhere in the world  during\n         the period  provided for above,  but  acknowledges  that  Employee will\n         receive  sufficiently  high  remuneration and other benefits under this\n         Agreement to justify such restriction. Employee acknowledges that money\n         damages would not be sufficient remedy for any breach of this Article 5\n         by Employee,  and agrees that Employer,  on its own behalf or on behalf\n         of any of its affiliates, shall be entitled to specific performance and\n         injunctive relief as remedies for such breach or any threatened breach.\n         Such remedies  shall not be deemed the exclusive  remedies for a breach\n         of this Article 5, but shall be in addition to all  remedies  available\n         at law or in equity to Employer,  including,  without  limitation,  the\n         recovery  of damages  from  Employee  and his agents  involved  in such\n         breach.\n\n5.3      It is  expressly  understood  and agreed  that  Employer  and  Employee\n         consider the restrictions  contained in this Article 5 to be reasonable\n         and necessary to protect the proprietary information and\/or goodwill of\n         Employer  and its  affiliates.  Nevertheless,  if any of the  aforesaid\n         restrictions   are  found  by  a  court  having   jurisdiction   to  be\n         unreasonable,  or  overly  broad  as to  geographic  area or  time,  or\n         otherwise  unenforceable,  the  parties  intend  for  the  restrictions\n         therein set forth to be modified by such courts so as to be  reasonable\n         and enforceable and, as so modified by the court, to be fully enforced.\n\n                                       10\n\n\n\nARTICLE 6:                 MISCELLANEOUS\n\n6.1      For  purposes  of  this  Agreement,   (i)  the  terms  'affiliates'  or\n         affiliated' means an entity who directly,  or indirectly through one or\n         more  intermediaries,  controls,  is controlled  by, or is under common\n         control  with  Employer or in which  Employer  has a 50% or more equity\n         interest,  and (ii) any  action or  omission  permitted  to be taken or\n         omitted  by  Employer  hereunder  shall  only be  taken or  omitted  by\n         Employer  upon the  express  authority  of the  Board of  Directors  of\n         Employer or of any Committee of the Board to which  authority over such\n         matters may have been delegated.\n\n6.2      For purposes of this  Agreement,  notices and all other  communications\n         provided  for herein  shall be in  writing  and shall be deemed to have\n         been duly given when  received by or tendered to Employee or  Employer,\n         as  applicable,  by prepaid  courier or by United States  registered or\n         certified mail, return receipt requested, postage prepaid, addressed as\n         follows:\n\n                  If  to  Employer,   Halliburton   Company  at  its   corporate\n                  headquarters  to the  attention  of  the  General  Counsel  of\n                  Halliburton Company.\n\n                  If to Employee, to his last known personal residence.\n\n6.3      This  Agreement  shall be governed  in all  respects by the laws of the\n         State  of  Texas,   without  regard  to  any  conflict-of-law  rule  or\n         principle,  unless  preempted by federal law, in which case federal law\n         shall govern.\n\n6.4      No failure  by either  party  hereto at any time to give  notice of any\n         breach  by the  other  party of, or to  require  compliance  with,  any\n         condition or provision  of this  Agreement  shall be deemed a waiver of\n         similar or  dissimilar  provisions  or conditions at the same or at any\n         prior or subsequent time.\n\n6.5      It is a desire and intent of the  parties  that the terms,  provisions,\n         covenants,   and  remedies   contained  in  this  Agreement   shall  be\n         enforceable to the fullest  extent  permitted by law. If any such term,\n         provision,  covenant,  or remedy of this  Agreement or the  application\n         thereof to any person,  association,  or entity or circumstances shall,\n         to any extent,  be construed to be invalid or unenforceable in whole or\n         in part,  then such  term,  provision,  covenant,  or  remedy  shall be\n         construed  in a manner so as to  permit  its  enforceability  under the\n         applicable law to the fullest extent permitted by law. In any case, the\n         remaining  provisions of this Agreement or the  application  thereof to\n         any person, association, or entity or circumstances other than those to\n         which they have been held  invalid or  unenforceable,  shall  remain in\n         full force and effect.\n\n                                       11\n\n\n\n6.6      This  Agreement  shall be  binding  upon and  inure to the  benefit  of\n         Employer  and any  other  person,  association,  or  entity  which  may\n         hereafter  acquire  or  succeed  to  all  or  substantially  all of the\n         business or assets of Employer by any means whether direct or indirect,\n         by purchase, merger, consolidation, or otherwise. Employee's rights and\n         obligations   under  this  Agreement  are  personal  and  such  rights,\n         benefits,  and  obligations  of Employee  shall not be  voluntarily  or\n         involuntarily assigned, alienated, or transferred, whether by operation\n         of law or  otherwise,  without the prior  written  consent of Employer,\n         other than in the case of death or incompetence of Employee.\n\n6.7      This  Agreement  replaces  and  merges  any  previous   agreements  and\n         discussions  pertaining to the subject matter covered herein.  Further,\n         this  Agreement  specifically  replaces  and  terminates  that  certain\n         Employee  Severance   Agreement  between  Employee  and  Dresser  dated\n         February 25, 1998. This Agreement  constitutes the entire  agreement of\n         the parties with regard to such subject matter, and contains all of the\n         covenants,  promises,   representations,   warranties,  and  agreements\n         between the parties with respect to such subject matter.  Each party to\n         this  Agreement   acknowledges  that  no  representation,   inducement,\n         promise, or agreement,  oral or written,  has been made by either party\n         with respect to such subject matter,  which is not embodied herein, and\n         that no agreement,  statement, or promise relating to the employment of\n         Employee by Employer that is not contained in this  Agreement  shall be\n         valid or binding.  Any modification of this Agreement will be effective\n         only  if it is in  writing  and  signed  by  each  party  whose  rights\n         hereunder are affected  thereby,  provided  that any such  modification\n         must be authorized or approved by the Board of Directors of Employer.\n\n         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this\nAgreement  at Dallas,  Texas in multiple  originals  to be effective on the date\nfirst stated above.\n\n\n                                       12\n\n\n\n                                             \n                                             HALLIBURTON COMPANY\n\n                                             By  \/s\/ Richard B. Cheney\n                                                 ------------------------------\n                                                     Richard B. Cheney\n                                                     Chairman of the Board and\n                                                     Chief Executive Officer\n\n\n                                             EMPLOYEE\n\n\n                                             By:  \/s\/ D. C. Vaughn\n                                                  -----------------------------\n                                             Name:    Donald C. Vaughn\n\n\nDate:  13 May 1998\n\n\n\n\n\n                                       13\n\n\n\n                                  AMENDMENT TO\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This Amendment dated as of September 29, 1998 ('Amendment') amends that\ncertain Executive Employment Agreement ('Agreement') entered into by and between\nHalliburton Company ('Employer') and Donald C. Vaughn ('Employee').  Capitalized\nterms used herein but not defined  shall have the  meanings  ascribed to them in\nthe Agreement.\n\n         1.       Section 1.1 of the Agreement is hereby amended to  read in its\nentirety as follows:\n\n                  '1.1 The term of the  Agreement  is from  the  Effective  Date\n                  through March 31, 2001 (the 'Term'). Employer agrees to employ\n                  Employee,  and  Employee  agrees to be employed  by  Employer,\n                  subject  to  the  terms  and   conditions  of  the  Agreement;\n                  provided,  however,  that  from  the  Effective  Date  through\n                  December  31,  1998,  Employee  shall  remain an  employee  of\n                  Dresser while performing his duties hereunder.'\n\n         2.       Section 2.3 of the  Agreement is hereby  amended by adding the\nfollowing  sentence to the end of such Section:\n\n                  'As of the Effective  Date,  Employer  shall grant to Employee\n                  under  such Plan  50,000  shares of  Employer's  common  stock\n                  subject to the  restriction and other terms and conditions set\n                  forth in Exhibit B attached hereto.'\n\n         3.  No  amendment,  change  or  supplement  of or to the  Agreement  is\nintended hereby except for those expressly set forth herein and, as so expressly\namended,  changed and supplemented,  such Agreement shall continue in full force\nand effect.\n\n         IN WITNESS  WHEREOF,  Employee and  Employer  have duly  executed  this\nAmendment in multiple originals to be effective on the Effective Date.\n\n                                  HALLIBURTON COMPANY\n\n\n                                  By: \/s\/ Richard B. Cheney\n                                      -----------------------------\n                                          Richard B. Cheney\n                                          Chairman of the Board and\n                                          Chief Executive Officer\n\n\n                                  EMPLOYEE\n\n\n                                  \/s\/ D. C. Vaughn\n                                  ---------------------------\n                                      Donald C. Vaughn\n\n\n\n\n\n\n                                  Exhibit B to\n                         Executive Employment Agreement\n                         By and Between Donald C. Vaughn\n                             and Halliburton Company\n\n\n\n\n                           RESTRICTED STOCK AGREEMENT\n\n\n         AGREEMENT  made  as  of  the  ___  day  of  _________,   1998,  between\nHALLIBURTON  COMPANY,  a  Delaware  corporation  (the  'Company'), and Donald C.\nVaughn ('Employee').\n\n         1.       Award.\n\n                  (a) Shares. Pursuant to the Halliburton Company 1993 Stock and\nLong-Term Incentive Plan (the 'Plan'), and the Executive Employment Agreement by\nand between the Company and Employee, 50,000 shares (the 'Restricted Shares') of\nthe Company's common stock, par value $2.50 per share ('Stock'), shall be issued\nas  hereinafter  provided in  Employee's  name  subject to certain  restrictions\nthereon.\n\n                  (b) Issuance  of  Restricted  Shares.  The  Restricted  Shares\nshall be  issued upon acceptance hereof by Employee and upon satisfaction of the\nconditions of this Agreement.\n\n                  (c) Plan Incorporated. Employee acknowledges receipt of a copy\nof the Plan, and agrees that this award of Restricted Shares shall be subject to\nall of the  terms  and  conditions  set  forth  in the  Plan,  including  future\namendments  thereto,  if any,  pursuant  to the  terms  thereof,  which  Plan is\nincorporated herein by reference as a part of this Agreement.\n\n         2.       Restricted  Shares.  Employee hereby  accepts  the  Restricted\nShares  when issued and agrees with respect thereto as follows:\n\n                  (a) Forfeiture Restrictions.  The Restricted Shares may not be\nsold,  assigned,  pledged,  exchanged,  hypothecated  or otherwise  transferred,\nencumbered  or  disposed  of to  the  extent  then  subject  to  the  Forfeiture\nRestrictions  (as  hereinafter  defined),  and in the  event of  termination  of\nEmployee's  employment  with the Company or employing  subsidiary for any reason\nother than as provided in the last two  sentences  of  subparagraph  (b) of this\n\n                                       1\n\n\nParagraph 2, Employee shall,  for no  consideration,  forfeit to the Company all\nRestricted Shares to the extent then subject to the Forfeiture Restrictions. The\nprohibition  against  transfer  and the  obligation  to  forfeit  and  surrender\nRestricted  Shares to the Company  upon  termination  of  employment  are herein\nreferred to as 'Forfeiture  Restrictions.' The Forfeiture  Restrictions shall be\nbinding upon and enforceable against any transferee of Restricted Shares.\n\n                  (b)  Lapse  of   Forfeiture   Restrictions.   The   Forfeiture\nRestrictions  shall lapse as to the  Restricted  Shares in  accordance  with the\nfollowing schedule provided that Employee has been continuously  employed by the\nCompany from the date of this Agreement through the lapse date:\n\n                                                   Percentage of Total\n                                                   Number of Restricted Shares\n                                                   as to Which Forfeiture\n         Lapse Date                                Restrictions Lapse\n         ----------                                ---------------------------\n\nFirst Anniversary of the\n  date of this Agreement                                   10%\n\nSecond Anniversary of the\n  date of this Agreement                                   10%\n\nThird Anniversary of the\n  date of this Agreement                                   10%\n\nFourth Anniversary of the\n  date of this Agreement                                   10%\n\nFifth Anniversary of the\n  date of this Agreement                                   10%\n\nSixth Anniversary of the\n  date of this Agreement                                   10%\n\nSeventh Anniversary of the\n  date of this Agreement                                   10%\n\nEighth Anniversary of the\n  date of this Agreement                                   10%\n\n\n                                       2\n\n\n\nNinth Anniversary of the\n  date of this Agreement                                   10%\n\nTenth Anniversary of the\n  date of this Agreement                                   10%\n\n\nNotwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all\nof the  Restricted  Shares on the earlier of (i) the  occurrence  of a Corporate\nChange  (as  such  term is  defined  in the  Plan),  (ii)  the  date  Employee's\nemployment  with the Company is  terminated by reason of death,  disability  (as\ndetermined by the Company or employing  subsidiary)  or normal  retirement on or\nafter age sixty-five or (iii) the date on which  Employee shall become  entitled\nto the  severance  benefits set forth in Section 3.3 of that  certain  Executive\nEmployment  Agreement  by and between  Employee  and the  Company.  In the event\nEmployee's  employment is terminated for any other reason,  including retirement\nprior  to  age  sixty-five  with  the  approval  of  the  Company  or  employing\nsubsidiary,  the Committee which  administers the Plan (the  'Committee') or its\ndelegate,  as  appropriate,  may, in the  Committee's  or such  delegate's  sole\ndiscretion,  approve  the  lapse  of  Forfeiture  Restrictions  as to any or all\nRestricted Shares still subject to such restrictions, such lapse to be effective\non the date of such approval or Employee's termination date, if later.\n\n                  (c)  Certificates.  A certificate  evidencing  the  Restricted\nShares shall be issued by the Company in  Employee's  name,  or at the option of\nthe Company, in the name of a nominee of the Company, pursuant to which Employee\nshall have voting rights and shall be entitled to receive all  dividends  unless\nand until the Restricted Shares are forfeited pursuant to the provisions of this\nAgreement.  The  certificate  shall bear a legend  evidencing  the nature of the\nRestricted  Shares,  and the Company may cause the  certificate  to be delivered\nupon issuance to the Secretary of the Company or to such other depository as may\nbe  designated  by  the  Company  as a  depository  for  safekeeping  until  the\nforfeiture occurs or the Forfeiture  Restrictions lapse pursuant to the terms of\nthe Plan and this award. Upon request of the Committee or its delegate, Employee\nshall deliver to the Company a stock power,  endorsed in blank,  relating to the\nRestricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of\nthe  Forfeiture  Restrictions  without  forfeiture,  the Company shall cause the\nshares upon which Forfeiture  Restrictions lapsed to be credited to a book-entry\naccount in  Employee's  name under the  Company's  direct  registration  system,\nprovided  that a physical  stock  certificate  representing  such shares will be\nissued upon request by Employee.  Notwithstanding  any other  provisions of this\nAgreement,  the issuance or delivery of any shares of Stock (whether  subject to\nrestrictions  or  unrestricted)  may be  postponed  for  such  period  as may be\nrequired to comply  with  applicable  requirements  of any  national  securities\nexchange  or any  requirements  under any law or  regulation  applicable  to the\nissuance or delivery of such shares. The Company shall not be obligated to issue\nor  deliver  any  shares of Stock if the  issuance  or  delivery  thereof  shall\nconstitute a violation of any  provision of any law or of any  regulation of any\ngovernmental authority or any national securities exchange.\n\n                                       3\n\n\n         3. Withholding of Tax. To the extent that the receipt of the Restricted\nShares or the lapse of any Forfeiture Restrictions results in income to Employee\nfor federal or state income tax purposes,  Employee shall deliver to the Company\nat the time of such  receipt or lapse,  as the case may be, such amount of money\nor  shares  of  unrestricted  Stock  as the  Company  may  require  to meet  its\nwithholding  obligation  under  applicable  tax  laws or  regulations,  and,  if\nEmployee  fails to do so, the Company is authorized to withhold from any cash or\nStock remuneration then or thereafter payable to Employee any tax required to be\nwithheld by reason of such resulting compensation income.\n\n         4. Status of Stock. Employee agrees that the Restricted Shares will not\nbe  sold or  otherwise  disposed  of in any  manner  which  would  constitute  a\nviolation of any  applicable  federal or state  securities  laws.  Employee also\nagrees (i) that the  certificates  representing  the Restricted  Shares may bear\nsuch  legend or  legends as the  Company  deems  appropriate  in order to assure\ncompliance with applicable  securities laws, (ii) that the Company may refuse to\nregister the transfer of the Restricted  Shares on the stock transfer records of\nthe  Company  if such  proposed  transfer  would be in the  opinion  of  counsel\nsatisfactory to the Company constitute a violation of any applicable  securities\nlaw and (iii) that the Company may give  related  instructions  to its  transfer\nagent, if any, to stop registration of the transfer of the Restricted Shares.\n\n         5. Employment  Relationship.  For purposes of this Agreement,  Employee\nshall be considered  to be in the  employment of the Company as long as Employee\nremains an employee of either the Company, any successor corporation or a parent\nor subsidiary corporation (as defined in section 424 of the Code) of the Company\nor any successor corporation. Any question as to whether and when there has been\na termination of such employment,  and the cause of such  termination,  shall be\ndetermined  by  the  Committee,  or  its  delegate,  as  appropriate,   and  its\ndetermination shall be final.\n\n         6. Committee's  Powers. No provision  contained in this Agreement shall\nin any way  terminate,  modify or  alter,  or be  construed  or  interpreted  as\nterminating, modifying or altering any of the powers, rights or authority vested\nin the Committee or, to the extent  delegated,  in its delegate  pursuant to the\nterms of the Plan or resolutions adopted in furtherance of the Plan,  including,\nwithout limitation,  the right to make certain determinations and elections with\nrespect to the Restricted Shares.\n\n         7. Binding Effect.  This  Agreement  shall be binding upon and inure to\nthe benefit of any successors to the Company and all persons lawfully claiming\nunder Employee.\n\n                                       4\n\n\n         8. Governing Law. This Agreement shall be governed by, and construed in\naccordance  with, the laws of the State of Texas.\n\n         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly\nexecuted by an officer thereunto duly authorized, and Employee has executed this\nAgreement, all as of the date first above written.\n\n\n                                       HALLIBURTON COMPANY\n\n\n\n                                       By:\n                                          ------------------------------\n                                       Name:\n                                            ----------------------------\n                                       Title:\n                                             ---------------------------\n\n\n\n                                       ---------------------------------\n                                               Donald C. Vaughn\n\n\n\n\n                                       5\n\n\n\nPlease Check Appropriate Item (One of the boxes must be checked):\n\n         +),      I do not desire the alternative tax treatment provided for\n         .)-      in the Internal Revenue Code Section 83(b).\n\n         +),*     I do desire the alternative tax treatment provided for in\n         .)-      Internal Revenue Code Section 83(b) and desire that forms\n                           for such purpose be forwarded to me.\n\n\n\n*        I acknowledge  that the Company has suggested that before this block is\n         checked that I check with a tax consultant of my choice.\n\n\n\nPlease furnish the following information for shareholder records:\n\n\n-----------------------------                        ------------------------\n(Given name and initial must be used                 Social Security Number\n for stock registry)                                 (if applicable)\n\n----------------------------                         ------------------------\n                                                     Birth Date\n                                                     Month\/Day\/Year\n\n----------------------------                         ------------------------\n                                                     Name of Employer\n\n----------------------------                         ------------------------\nAddress (Zip Code)                                   Day phone number\n\nUnited States Citizen:  Yes___ No___\n\n              PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.\n\n\n\n                                       6\n\n\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-39838","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\/39838","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=39838"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39838"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39838"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39838"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}