{"id":39840,"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-douglas-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-douglas-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-douglas-l.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Douglas L. Foshee"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n         This Executive Employment  Agreement, including Exhibits A and B hereto\n(\"Agreement\"), is entered into by and between Halliburton Company (\"Employer\" or\n\"Halliburton\") and Douglas  L. Foshee (\"Employee\"), to be effective on August 6,\n2001 (the \"Effective Date\").\n\n                              W I T N E S S E T H:\n\n         WHEREAS,  Employer is  desirous of employing  Employee pursuant to  the\nterms and conditions and for the  consideration set forth in this Agreement, and\nEmployee is  desirous of entering the employ  of Employer pursuant to such terms\nand conditions and for such consideration.\n\n         NOW,  THEREFORE,  for  and  in  consideration  of  the mutual promises,\ncovenants,  and obligations  contained herein,  Employer and  Employee agree  as\nfollows:\n\nARTICLE 1: EMPLOYMENT AND DUTIES:\n\n         1.1. Employer  agrees to  employ Employee,  and Employee  agrees  to be\nemployed  by Employer, beginning  as of the Effective Date  and continuing until\nthe  date of termination of Employee's employment pursuant to  the provisions of\nArticle 3 (the \"Term\"), subject to the terms and conditions of this Agreement.\n\n         1.2. Beginning as of the  Effective Date, Employee shall be employed as\nExecutive  Vice  President  and  Chief Financial Officer  of  Employer. Employee\nagrees to serve in the assigned  position or in such other  executive capacities\nas may be requested from time to time by Employer and to  perform diligently and\nto the best 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  may  establish  from time  to  time,\nincluding, without limitation, the Halliburton Company  Code of Business Conduct\n(the \"Code of Business Conduct\").\n\n         1.4. Employee  shall, during  the period of  Employee's  employment  by\nEmployer, devote Employee's full business time, energy, and best  efforts to the\nbusiness  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or\nindirectly, in any other business,  investment, or activity that interferes with\nEmployee's  performance  of  Employee's  duties  hereunder, is  contrary  to the\ninterest  of  Employer  or  any  of  its affiliated subsidiaries  and  divisions\n(collectively,  the  \"Halliburton  Entities\" or,  individually,  a  \"Halliburton\nEntity\"), or requires  any significant portion of  Employee's business time. The\nforegoing notwithstanding,  the parties  recognize and  agree that  Employee may\nengage  in passive  personal investments and  other business activities which do\nnot  conflict  with  the business  and affairs of  the  Halliburton Entities  or\ninterfere with Employee's  performance of his or  her duties hereunder. Employee\nmay not serve on  the board  of directors of any entity other than a Halliburton\nEntity  during  the  Term  without  the  approval  thereof  in  accordance  with\nEmployer's policies  and procedures  regarding such  service.  Employee shall be\npermitted  to  retain  any  compensation received  for approved  service on  any\nunaffiliated corporation's board of directors.\n\n\n\n         1.5. Employee  acknowledges and  agrees that  Employee owes a fiduciary\nduty  of  loyalty, fidelity  and allegiance  to  act  at all  times in the  best\ninterests of  the Employer  and the other Halliburton  Entities and to do no act\nwhich  would,  directly  or  indirectly,  injure  any  such  entity's  business,\ninterests, or reputation. It is agreed that  any direct or indirect interest in,\nconnection with, or benefit from any outside activities, particularly commercial\nactivities,  which interest  might in any way  adversely affect Employer, or any\nHalliburton Entity,  involves a possible conflict  of interest.  In keeping with\nEmployee's fiduciary duties to Employer, Employee agrees that Employee shall not\nknowingly  become  involved  in a  conflict of  interest with  Employer  or  the\nHalliburton  Entities, or  upon  discovery  thereof,  allow such a  conflict  to\ncontinue. Moreover, Employee shall not engage in any activity that might involve\na possible conflict of interest without first  obtaining approval in  accordance\nwith Halliburton's policies and procedures.\n\n         1.6  Nothing  contained  herein  shall  be  construed  to  preclude the\ntransfer  of Employee's employment  to another  Halliburton Entity  (\"Subsequent\nEmployer\") as of, or at any time after, the  Effective Date and no such transfer\nshall be  deemed to  be a termination  of employment  for purposes  of Article 3\nhereof; provided, however, that, effective with such transfer, all of Employer's\nobligations  hereunder  shall be  assumed  by and be  binding upon,  and  all of\nEmployer's rights hereunder shall  be assigned to, such  Subsequent Employer and\nthe defined term \"Employer\" as used herein shall thereafter be deemed amended to\nmean such  Subsequent Employer.  Except as otherwise provided  above, all of the\nterms and conditions of this Agreement, including without limitation, Employee's\nrights and  obligations, shall  remain in full  force and effect following  such\ntransfer of employment.\n\nARTICLE 2: COMPENSATION AND BENEFITS:\n\n         2.1. Employee's base  salary during  the Term  shall be  not less  than\n$500,000  per  annum  which  shall  be paid  in  accordance with the  Employer's\nstandard  payroll practice  for its executives.  Employee's base  salary may  be\nincreased from  time to time  with the approval of the Compensation Committee of\nHalliburton's Board of Directors (the \"Compensation Committee\") or its delegate,\nas applicable.  Such increased base salary shall  become the minimum base salary\nunder this  Agreement and may  not be decreased  thereafter without  the written\nconsent of Employee.\n\n         2.2. During the  Term, Employee  shall participate in  the  Halliburton\nAnnual Performance Pay Plan, or any successor annual incentive plan  approved by\nthe Compensation Committee; provided, however, that all  determinations relating\nto Employee's  participation, including,  without limitation,  those relating to\nthe  performance   goals  applicable  to   Employee  and  Employee's   level  of\nparticipation and payout  opportunity, shall be  made in the sole discretion  of\nthe person or committee to whom such authority has been granted pursuant to such\nplan's terms.\n\n         2.3. Employer shall grant  to Employee under  the  Halliburton  Company\n1993 Stock  and Long-Term Incentive  Plan (the\"1993 Plan\") a non-qualified stock\noption to purchase up to 34,594 shares of Employer's common stock at an exercise\nprice equal  to the closing  price of Employer's common  stock on the  Effective\nDate.  The other terms and conditions of  such option are set forth in Exhibit A\nattached hereto, and forming a part of, this Agreement.\n\n                                       2\n\n\n         2.4. Employer  will grant to Employee under the 1993 Plan 20,000 shares\nof  Employer's  common  stock  subject  to  restrictions  and  other  terms  and\nconditions set forth in  Exhibit B attached hereto, and forming as part of, this\nAgreement.\n\n         2.5. During the Term, Employer shall pay or reimburse Employee for  all\nactual, reasonable and customary expenses incurred by  Employee in the course of\nhis 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         2.6. 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         2.7. Employer  shall not, by reason  of this Article 2, be obligated to\ninstitute, maintain,  or refrain from  changing, amending  or discontinuing, any\nincentive  compensation, employee  benefit or  stock or stock  option program or\nplan,  so long as  such actions are  similarly applicable to  covered  employees\ngenerally.\n\n         2.8. Employer may  withhold from any compensation, benefits, or amounts\npayable under this Agreement all  federal, state, city, or other taxes as may be\nrequired pursuant to any law or governmental regulation or ruling.\n\nARTICLE 3: TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:\n\n         3.1. Employee's employment  with Employer  shall be terminated (i) upon\nthe death of Employee, (ii) upon Employee's Retirement (as defined below), (iii)\nupon Employee's Permanent Disability (as defined below),  or (iv) at any time by\nEmployer upon written notice to Employee, or  by Employee upon thirty (30) days'\nwritten notice to Employer, for any or no reason.\n\n                                       3\n\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  her\n                usual duties  with such condition likely  to remain continuously\n                and permanently as determined by the Compensation Committee.\n\n         (iv)   Voluntary  Termination.  \"Voluntary  Termination\"  shall  mean a\n                termination  of employment  in the sole  discretion  and  at the\n                election of Employee for other than Good  Reason.  \"Good Reason\"\n                shall mean (a) a termination of  employment by Employee  because\n                of a material  breach by Employer of any material  provision  of\n                this Agreement  which remains  uncorrected  for thirty (30) days\n                following written notice of such breach by Employee to 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 a\n                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 thirty\n                (30) days following written notice of such breach to Employee by\n                Employer.  Determination as to whether or not Cause  exists  for\n                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\n\n                                       4\n\n\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 Employee for Good Reason\nor by  Employer for any  reason other than  as set forth  in  Section 3.2  above\nEmployee shall be entitled to each of the following:\n\n         (i)    To  the  extent  not otherwise  specifically   provided  in  any\n                underlying  restricted stock  agreements,  Halliburton,  at  its\n                option and  in its sole  discretion,  shall either (a) cause all\n                shares  of   Halliburton  common  stock  previously  granted  to\n                Employee under the 1993 Plan, and any similar  plan  adopted  by\n                Halliburton in the future, which at the date of  termination  of\n                employment are subject to restrictions (the \"Restricted Shares\")\n                to be forfeited,  in which case,  Employer will  pay  Employee a\n                lump  sum cash payment  equal  to  the value  of the  Restricted\n                Shares (based on the closing  price of  Halliburton common stock\n                on the New York  Stock Exchange on the  date of  termination  of\n                employment);  or  (b) cause  the  forfeiture  restrictions  with\n                respect to the Restricted  Shares lapse and such shares shall be\n                retained by Employee.\n\n         (ii)   Subject to the  provisions of Section 3.4, Employer shall pay to\n                Employee a  severance benefit  consisting  of a  single lump sum\n                cash payment equal to two years' of Employee's base salary as in\n                effect at the date of Employee's termination of employment. Such\n                severance  benefit shall  be paid  no later than sixty (60) days\n                following Employee's termination of employment.\n\n         (iii)  Employee   shall  be  entitled  to  any  individual  bonuses  or\n                individual  incentive compensation  not  yet  paid  but  payable\n                under Employer's  or Halliburton's plans for  years prior to the\n                year  of  Employee's  termination  of  employment. Such  amounts\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 to\n                Employee at  the time that such  amounts are  paid to  similarly\n                situated employees except that no portion of such amounts  shall\n                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\n\n                                       5\n\n\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\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  CONFIDENTIAL\n           INFORMATION:\n\n         4.1. All  information, ideas, concepts, improvements, discoveries,  and\ninventions,  whether patentable or not, which are conceived,  made, developed or\nacquired  by  Employee,  individually  or in  conjunction  with  others,  during\nEmployee's  employment  by Employer  or any of its  affiliates  (whether  during\nbusiness  hours or otherwise  and whether on  Employer's  premises or otherwise)\nwhich relate to the business, products or services of Employer or its affiliates\n(including,  without  limitation,  all such  information  relating to  corporate\nopportunities,  research,  financial and sales data,  pricing and trading terms,\nevaluations, opinions,  interpretations,  acquisition prospects, the identity of\ncustomers  or their  requirements,  the  identity  of key  contacts  within  the\ncustomer's organizations or within the organization of acquisition prospects, or\nmarketing  and merchandising techniques, prospective  names, and marks), and all\n\n                                       6\n\n\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\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,  or\ncoming  into the  possession  of,  Employee  during  the  period  of  Employee's\nemployment  by  Employer  which  contain  or  disclose   confidential   business\ninformation or trade secrets of Employer or its  affiliates  shall be and remain\nthe  property  of  Employer,  or  its  affiliates,  as the  case  may  be.  Upon\ntermination  of  Employee's  employment  by Employer,  for any reason,  Employee\npromptly shall deliver the same, and all copies thereof, to Employer.\n\n         4.4 For purposes of this Article 4, \"affiliates\" shall mean entities in\nwhich  Employer  or  Halliburton  has a 20% or more  direct or  indirect  equity\ninterest.\n\nARTICLE 5: MISCELLANEOUS:\n\n         5.1. Except as  otherwise provided in  Section 4.4 hereof, for purposes\nof this Agreement,  the terms  \"affiliate\" or  \"affiliated\"  means an entity who\ndirectly,  or  indirectly  through  one or  more  intermediaries,  controls,  is\ncontrolled  by,  or is  under  common  control  with  Halliburton  or  in  which\nHalliburton has a 50% or more equity interest.\n\n                                       7\n\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 enforced, in\nall respects in accordance with the law of the State of Texas, without regard to\nprinciples of conflicts of law,  unless  preempted by federal law, in which case\nfederal  law shall  govern;  provided,  however,  that the  Halliburton  Dispute\nResolution  Plan and the Federal  Arbitration  Act shall  govern in all respects\nwith regard to the resolution of disputes hereunder.\n\n         5.4. No  failure by either  party hereto at any time  to give notice of\nany breach  by the other party of, or  to require compliance with, any condition\nor provision of this Agreement shall be deemed a waiver of similar or dissimilar\nprovisions or conditions at the same or at any prior or subsequent time.\n\n         5.5. It  is  a  desire  and  intent  of  the  parties  that  the terms,\nprovisions,  covenants,  and  remedies  contained  in this  Agreement  shall  be\nenforceable to the fullest extent permitted by law. If any such term, provision,\ncovenant,  or remedy of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances shall, to any extent, be construed to be\ninvalid  or  unenforceable  in whole  or in part,  then  such  term,  provision,\ncovenant,  or  remedy  shall  be  construed  in a  manner  so as to  permit  its\nenforceability  under the applicable law to the fullest extent permitted by law.\nIn any case,  the  remaining  provisions  of this  Agreement or the  application\nthereof to any person,  association, or entity or circumstances other than those\nto which they have been held  invalid  or  unenforceable,  shall  remain in full\nforce and effect.\n\n         5.6. It  is the  mutual intention  of the  parties to  have any dispute\nconcerning this Agreement resolved out of court. Accordingly,  the parties agree\nthat any such dispute shall, as the sole and exclusive  remedy, be submitted for\nresolution through the Halliburton Dispute Resolution Plan;  provided,  however,\nthat the  Employer,  on its own behalf  and on behalf of any of the  Halliburton\nEntities,  shall be entitled to seek a  restraining  order or  injunction in any\ncourt of competent jurisdiction to prevent any breach or the continuation of any\nbreach of the  provisions  of Article 4 and Employee  hereby  consents that such\nrestraining  order or  injunction  may be granted  without the  necessity of the\nEmployer  posting any bond.  The parties  agree that the  resolution of any such\ndispute through such Plan shall be final and binding.  A copy of the Halliburton\nDispute  Resolution Plan, as currently in effect,  is attached to this Agreement\nfor information  purposes.  Halliburton reserves the right to amend such Plan or\ndiscontinue such Plan at any time.\n\n         5.7. This Agreement  shall be binding upon and  inure to the benefit of\nEmployer,  to the extent  herein  provided,  Halliburton  and any other  person,\nassociation,  or entity  which  may  hereafter acquire  or  succeed  to  all  or\n\n                                       8\n\n\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. This Agreement  replaces and  merges  any previous  agreements and\ndiscussions  pertaining to the subject  matter  covered  herein.  This Agreement\nconstitutes  the entire  agreement  of the  parties  with regard to the terms of\nEmployee's  employment,  termination of employment and severance  benefits,  and\ncontains  all of  the  covenants,  promises,  representations,  warranties,  and\nagreements between the parties with respect to such matters.  Each party to this\nAgreement   acknowledges  that  no  representation,   inducement,   promise,  or\nagreement,  oral or written,  has been made by either  party with respect to the\nforegoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,\nstatement, or promise relating to the employment of Employee by Employer that is\nnot contained in this Agreement shall be valid or binding.  Any  modification of\nthis  Agreement  will be  effective  only if it is in writing and signed by each\nparty whose  rights  hereunder  are  affected  thereby,  provided  that any such\nmodification must be authorized or approved by the Compensation Committee or its\ndelegate, as appropriate.\n\n         IN  WITNESS  WHEREOF,  Employer  and  Employee  have duly executed this\nAgreement in multiple originals to be effective on the Effective Date.\n\n                                       HALLIBURTON COMPANY\n\n                                       By: \/s\/ David J. Lesar\n                                          --------------------------------------\n                                       Name:   David J. Lesar\n                                       Title:  Chairman of the Board, President\n                                               and Chief Executive Officer\n\n                                       EMPLOYEE\n\n                                       \/s\/  Douglas L. Foshee\n                                      ------------------------------------------\n                                            Douglas L. Foshee\n\n                                       9\n\n\n                   Exhibit A To Executive Employment Agreement\n              Effective August 6, 2001, Between Halliburton Company\n                              And Douglas L. Foshee\n\n                       NONSTATUTORY STOCK OPTION AGREEMENT\n                           GRANTED              , 2001\n                                   -------------\nGrantee:                                                          (\"Employee\")\n                                                     ------------\nAggregate Number of Shares Subject to Option:\n                                                     -------------\nOption Price:                                        $\n                                                      ------------\nExpiration (subject to terms and conditions of Agreement):        10 years\n\nThe terms  and conditions of  the Nonstatutory Stock  Option  Agreement  are set\nforth on pages 2 through 5.\n\nI  HEREBY AGREE  TO THE  TERMS AND  CONDITIONS HEREINAFTER  SET  FORTH  IN  THIS\nNONSTATUTORY STOCK OPTION AGREEMENT DATED          , 2001.\n                                          ---------\n\n-------------------------------             ----------------------------------\nEmployee Signature                                     Date\n\nPlease sign  in the  space indicated above  to indicate  your acceptance of this\nOption grant and complete the information requested below. (Note that all fields\nmust be completed.) RETURN THIS PAGE WITHIN 60 DAYS OF RECEIPT TO:\n\n                  ANN PHILIPP, LAW DEPARTMENT\n                  HALLIBURTON COMPANY\n                  3600 LINCOLN PLAZA\n                  500 NORTH AKARD STREET\n                  DALLAS, TEXAS 75201-3391\n                  FAX:  (214) 978-2783    (facsimile copies are acceptable)\n\n                                  PLEASE PRINT\n\n----------------------------------   -------------------------------------------\nName (First, Middle Initial, Last)   U.S. Social Security Number (if applicable)\n\n----------------------------------   -------------------------------------------\nAddress (Street or P. O. Box)        Foreign I.D. (if applicable)\n\n----------------------------------   -------------------------------------------\nAddress (City and State\/Province)    Birth Date (Month\/Day\/Year)\n\n----------------------------------   -------------------------------------------\nAddress (Postal Code, Country)       Daytime Phone Number\n\n----------------------------------   -------------------------------------------\nName of Employer (Business Unit)     Payroll ID Number\n\nUnited States Citizen:  Yes        No\n                           -----   -----\nE-mail address:\n               -----------------------------------------------------------------\n\n\n\n                       NONSTATUTORY STOCK OPTION AGREEMENT\n                              TERMS AND CONDITIONS\n\n         AGREEMENT  made  as  of  the       day  of            ,  2001,  between\n                                      -----         -----------\nHALLIBURTON COMPANY, a Delaware corporation (the \"Company\"), and Employee.\n\n         To carry out  the purposes  of the  HALLIBURTON COMPANY  1993 STOCK AND\nLONG-TERM  INCENTIVE PLAN (the \"Plan\"), by affording Employee the opportunity to\npurchase  shares of common  stock,  par value  $2.50 per share,  of the  Company\n(\"Stock\"),  and in consideration of the mutual  agreements and other matters set\nforth herein and in the Plan, the Company and Employee hereby agree as follows:\n\n         1. Grant of Option.  The Company  hereby irrevocably grants to Employee\nthe right and option  (\"Option\")  to  purchase  all or any part of the number of\nshares of Stock,  on the terms and  conditions set forth herein and in the Plan,\nwhich Plan is incorporated herein by reference as a part of this Agreement. This\nOption shall not be treated as an incentive  stock option  within the meaning of\nsection 422(b) of the Internal Revenue Code of 1986, as amended (the \"Code\").\n\n         2. Purchase Price.  The purchase  price of Stock  purchased pursuant to\nthe  exercise  of  this  Option  shall  be $       per  share,  which  has  been\n                                            ------\ndetermined to be not less than the fair market value of the Stock at the date of\ngrant of this Option.  For all purposes of this Agreement,  fair market value of\nStock shall be determined in accordance with the provisions of the Plan.\n\n         3. Exercise of Option. Subject to the earlier expiration of this Option\nas herein  provided,  this  Option may be  exercised,  by written  notice to the\nCompany at its principal executive office addressed to the attention of its Vice\nPresident  and  Secretary,  at any time and from time to time  after the date of\ngrant hereof,  but, except as otherwise provided below, this Option shall not be\nexercisable for more than a percentage of the aggregate number of shares offered\nby this Option determined by the vesting dates as indicated below to the date of\nsuch exercise, in accordance with the following schedule:\n\n                                            Percentage of Shares\n         Vesting Dates                      That May be Purchased\n\n         Prior to April 1, 2003                      0%\n                  April 1, 2003                     25%\n                  April 1, 2004                     50%\n                  April 1, 2005                     75%\n                  April 1, 2006                    100%\n\n         This  Option is not  transferable otherwise than by will or the laws of\ndescent and distribution or pursuant to a \"qualified  domestic  relations order\"\nas defined by the Code.  The foregoing  notwithstanding,  while  employed by the\nCompany,  Employee may, in Employee's  sole discretion but subject to compliance\nwith such rules and  procedures  as the Company  may  establish,  transfer  this\nOption (or a portion  thereof) to Employee's  spouse,  children or grandchildren\n(including adopted and step children and grandchildren) (\"Immediate Family\"), to\na trust solely for the benefit of Employee and members of  Employee's  Immediate\nFamily,  or to a partnership or limited liability company whose only partners or\nshareholders are Employee and members of Employee's Immediate Family. Employee's\nrights under this Agreement shall pass to the transferee and such transferee may\nexercise this Option (or such portion thereof as has been  transferred)  and all\nrights granted by this Agreement to the extent Employee was entitled to exercise\nthis Option during Employee's lifetime,  or in the event of Employee's death, to\nthe extent this Option would have been  exercisable by Employee's  beneficiaries\nor heirs had this Option not been transferred  prior to death.  Upon any attempt\n\n\n\nto transfer,  assign, pledge, hypothecate or otherwise dispose of this Option or\nof such rights  contrary to the  provisions  hereof or in the Plan,  or upon the\nlevy of any attachment or similar process upon this Option or such rights,  this\nOption and such rights shall immediately become null and void.\n\n         Except  as  provided  above,   this  Option  may  be  exercised  during\nEmployee's   lifetime   only  by   Employee,   Employee's   guardian   or  legal\nrepresentative or a transferee under a qualified  domestic relations order. This\nOption may be exercised only while Employee  remains an employee of the Company,\nsubject to the following exceptions:\n\n                  (a) If Employee's  employment with  the Company  terminates by\n         reason of disability  (disability being defined as being  physically or\n         mentally  incapable of performing either the Employee's usual duties as\n         an  Employee  or  any  other  duties  as  an  Employee that the Company\n         reasonably makes  available and  such condition  is  likely  to  remain\n         continuously and permanently, as determined by the Company or employing\n         subsidiary),  this  Option may  be  exercised  in  full by Employee (or\n         Employee's estate or the person who acquires this Option by will or the\n         laws of descent and distribution or otherwise by reason of the death of\n         Employee) at  any  time during the period  ending on the earlier of the\n         Expiration  Date (as defined  below) or  the  third anniversary of such\n         termination date.\n\n                  (b) If  Employee  dies  while  in  the  employ of the Company,\n         Employee's  estate, or  the person who  acquires this Option by will or\n         the  laws of  descent and  distribution or  otherwise by  reason of the\n         death of Employee, may exercise this Option in full at any  time during\n         the  period ending  on the earlier  of the Expiration Date or the third\n         anniversary of the date of Employee's death.\n\n                  (c) If  Employee's employment  with  the Company terminates by\n         reason  of normal  retirement at  or after  age 65,  this Option may be\n         exercised  by  Employee at  any  time during  the period  ending on the\n         Expiration Date,  but only  as  to the  number  of  shares Employee was\n         entitled  to purchase  on the date of  such exercise in accordance with\n         the  schedule set forth  above.  In connection with  the termination of\n         Employee's  employment with the Company  by reason of early retirement,\n         applicable management of the Company and\/or business unit may recommend\n         to the Committee  or its  delegate, as  applicable, that this Option be\n         retained. In such event, the Committee or its delegate, as the case may\n         be,  shall consider such recommendation  and may, in the Committee's or\n         such  delegate's sole  discretion, approve the retention of this Option\n         following  such early  retirement, in  which  case  the  Option  may be\n         exercised by  Employee at  any time during  the  period ending  on  the\n         Expiration  Date, but  only as  to the  number of  shares Employee  was\n         entitled to  purchase on the date of  such exercise in  accordance with\n         the schedule set forth above. If, after retirement as  set forth above,\n         Employee should die, this Option may be exercised in full by Employee's\n         estate (or the person who acquires this  Option by will  or the laws of\n         descent  and distribution  or otherwise by  reason of  the death of the\n         Employee) during the period  ending  on the  earlier of the  Expiration\n         Date or the third anniversary of the date of Employee's death.\n\n                  (d) If  Employee's employment with  the Company terminates for\n         any reason other than those set forth in  subparagraphs (a) through (c)\n         above, this Option may be exercised  by Employee at any time during the\n         period of 30 days  following such termination,  or by Employee's estate\n         (or the person who  acquires this Option by will or the laws of descent\n         and  distribution or otherwise by  reason of the death of the Employee)\n         during a period of six months  following Employee's death  if  Employee\n         dies during such 30-day period, but in each case only as to the  number\n         of shares Employee was entitled to purchase hereunder upon exercise  of\n         this Option as of the date Employee's employment so terminates.\n\n\n\n         This  Option  shall  not  be  exercisable  in  any  event  prior to the\nexpiration  of six months from the date of grant hereof or after the  expiration\nof  ten  years  from  the  date  of  grant   hereof  (the   \"Expiration   Date\")\nnotwithstanding  anything hereinabove contained. The purchase price of shares as\nto which this Option is exercised  shall be paid in full at the time of exercise\n(a) in cash (including  check, bank draft or money order payable to the order of\nthe Company),  (b) by  delivering  to the Company  shares of Stock having a fair\nmarket value equal to the purchase price and which shares,  if acquired from the\nCompany,  have  been held by  Employee  for more  than six  months,  or (c) by a\ncombination of cash or Stock. Payment may also be made by delivery (including by\nfacsimile  transmission)  to  the  Company  of an  executed  irrevocable  option\nexercise  form,  coupled  with  irrevocable   instructions  to  a  broker-dealer\ndesignated  by the Company to  simultaneously  sell a  sufficient  number of the\nshares as to which the option is exercised  and deliver  directly to the Company\nthat portion of the sales proceeds  representing the exercise price. No fraction\nof a share of Stock shall be issued by the Company upon exercise of an Option or\naccepted  by the  Company in  payment of the  purchase  price  thereof;  rather,\nEmployee  shall provide a cash payment for such amount as is necessary to effect\nthe issuance and  acceptance  of only whole shares of Stock.  Unless and until a\ncertificate or certificates  representing  such shares shall have been issued by\nthe Company to  Employee,  Employee (or the person  permitted  to exercise  this\nOption in the event of Employee's  death) shall not be or have any of the rights\nor privileges of a shareholder of the Company with respect to shares  acquirable\nupon an exercise of this Option.\n\n         4. Withholding of Tax.  To the extent that  the exercise of this Option\nor the  disposition  of shares of Stock  acquired  by  exercise  of this  Option\nresults in  compensation  income to  Employee  for  federal or state  income tax\npurposes,  Employee shall deliver to the Company at the time of such exercise or\ndisposition  such  amount of money or shares of Stock as the Company may require\nto meet its  withholding  obligation  under  applicable tax laws or regulations,\nand, if Employee  fails to do so, the Company is authorized to withhold from any\ncash or Stock  remuneration  then or  thereafter  payable  to  Employee  any tax\nrequired to be withheld by reason of such resulting compensation income. Upon an\nexercise of this Option,  the Company is further authorized in its discretion to\nsatisfy  any such  withholding  requirement  out of any cash or  shares of Stock\ndistributable to Employee upon such exercise.\n\n         5. Status  of  Stock.  Notwithstanding  any  other  provision  of  this\nAgreement,  in the absence of an effective  registration  statement for issuance\nunder the Securities Act of 1933, as amended (the \"Act\"), of the shares of Stock\nacquirable  upon  exercise  of  this  Option,  or an  available  exemption  from\nregistration under the Act, issuance of shares of Stock acquirable upon exercise\nof this Option will be delayed until registration of such shares is effective or\nan exemption from registration  under the Act is available.  The Company intends\nto use its best  efforts to ensure that no such delay will  occur.  In the event\nexemption from registration  under the Act is available upon an exercise of this\nOption,  Employee (or the person  permitted to exercise this Option in the event\nof Employee's  death or incapacity),  if requested by the Company to do so, will\nexecute  and  deliver to the  Company in writing an  agreement  containing  such\nprovisions  as the  Company  may require to assure  compliance  with  applicable\nsecurities laws.\n\n         Employee agrees that the  shares of Stock which Employee may acquire by\nexercising  this Option will not be sold or otherwise  disposed of in any manner\nwhich would constitute a violation of any applicable  securities  laws,  whether\nfederal or state.  Employee also agrees (i) that the  certificates  representing\nthe shares of Stock  purchased under this Option may bear such legend or legends\nas the Company deems  appropriate in order to assure  compliance with applicable\nsecurities  laws,  (ii) that the Company may refuse to register  the transfer of\nthe shares of Stock purchased under this Option on the stock transfer records of\nthe  Company  if  such  proposed  transfer  would  in  the  opinion  of  counsel\nsatisfactory to the Company constitute a violation of any applicable  securities\nlaw and (iii) that the Company may give  related  instructions  to its  transfer\nagent,  if any,  to stop  registration  of the  transfer  of the shares of Stock\npurchased under this Option.\n\n\n\n         6. Employment Relationship.  For purposes of  this Agreement,  Employee\nshall be considered  to be in the  employment of the Company as long as Employee\nremains an employee of either the Company,  a parent or  subsidiary  corporation\n(as defined in section 424 of the Code) of the Company,  or a  corporation  or a\nparent or subsidiary of such  corporation  assuming or substituting a new option\nfor  this  Option.  Any  question  as to  whether  and  when  there  has  been a\ntermination  of such  employment,  and the cause of such  termination,  shall be\ndetermined  by  the  Committee  or  its  delegate,  as  appropriate,   and  such\ndetermination shall be final.\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         8. Governing  Law. This  Agreement  shall be governed by, and construed\nin accordance with, the laws of the State of Texas.\n\n         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexecuted by its officer thereunto duly authorized, and Employee has executed\nthis Agreement, all as of the day and year first above written.\n\n\n                                       HALLIBURTON COMPANY\n\n\n\n                                       By:\n                                          --------------------------------------\n                                                     David J. Lesar\n                                           Chairman of the Board, President and\n                                                 Chief Executive Officer\n\n\n\n                   Exhibit B To Executive Employment Agreement\n              Effective August 6, 2001, Between Halliburton Company\n                              and Douglas L. Foshee\n\n                           RESTRICTED STOCK AGREEMENT\n\n         AGREEMENT  made  as  of  the        day  of           ,  2001,  between\n                                      ------         ----------\nHALLIBURTON COMPANY, a Delaware corporation (the \"Company\"), and\n                                                                 ---------------\n(\"Employee\").\n\n         1.  Award.\n\n             (a) Shares. Pursuant  to  the  Halliburton  Company  1993 Stock and\nLong-Term Incentive Plan (the \"Plan\") _________ shares (the \"Restricted Shares\")\nof the Company's  common stock,  par value $2.50 per share  (\"Stock\"),  shall be\nissued  as   hereinafter   provided  in  Employee's   name  subject  to  certain\nrestrictions thereon.\n\n             (b) Issuance of Restricted  Shares.  The Restricted Shares shall be\nissued  upon  acceptance  hereof  by  Employee  and  upon  satisfaction  of  the\nconditions of this Agreement.\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 Shares\nwhen issued and agrees with respect thereto as follows:\n\n             (a) Forfeiture Restrictions. The Restricted Shares may not be sold,\nassigned, pledged, exchanged, hypothecated or otherwise transferred,  encumbered\nor disposed of to the extent then  subject to the  Forfeiture  Restrictions  (as\nhereinafter  defined),  and in the event of termination of Employee's employment\nwith the Company or  employing  subsidiary  for any reason other than (i) normal\nretirement  on or after  age  sixty-five,  (ii)  death or  (iii)  disability  as\ndetermined  by the  Company  or  employing  subsidiary,  or except as  otherwise\nprovided in the last two  sentences  of  subparagraph  (b) of this  Paragraph 2,\nEmployee  shall,  for no  consideration,  forfeit to the Company all  Restricted\nShares  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  Restrictions\nshall  lapse as to the  Restricted  Shares  in  accordance  with  the  following\nschedule  provided that Employee has been  continuously  employed by the Company\nfrom the date of this Agreement through the lapse date:\n\n\n\n                                                    Percentage of Total\n                                                Number of Restricted Shares\n                                                  as to Which Forfeiture\n      Lapse Date                                     Restrictions Lapse  \n      ----------                            ------------------------------------\nFirst Anniversary of the\n  date of this Agreement                                      10%\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\nNinth Anniversary of the\n  date of this Agreement                                      10%\n\nTenth Anniversary of the\n  date of this Agreement                                      10%\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                                       2\n\n\n             (c) Certificates.  A certificate  evidencing the  Restricted Shares\nshall be issued by the  Company  in  Employee's  name,  or at the  option of the\nCompany,  in the name of a nominee of the  Company,  pursuant to which  Employee\nshall have voting rights and shall be entitled to receive all  dividends  unless\nand until the Restricted Shares are forfeited pursuant to the provisions of this\nAgreement.  The  certificate  shall bear a legend  evidencing  the nature of the\nRestricted  Shares,  and the Company may cause the  certificate  to be delivered\nupon issuance to the Secretary of the Company or to such other depository as may\nbe  designated  by  the  Company  as a  depository  for  safekeeping  until  the\nforfeiture occurs or the Forfeiture  Restrictions lapse pursuant to the terms of\nthe Plan and this award. Upon request of the Committee or its delegate, Employee\nshall deliver to the Company a stock power,  endorsed in blank,  relating to the\nRestricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of\nthe Forfeiture  Restrictions  without forfeiture,  the Company shall cause a new\ncertificate or  certificates to be issued without legend in the name of Employee\nfor the shares upon which Forfeiture  Restrictions  lapsed.  Notwithstanding any\nother  provisions of this  Agreement,  the issuance or delivery of any shares of\nStock (whether  subject to  restrictions or  unrestricted)  may be postponed for\nsuch period as may be required to comply  with  applicable  requirements  of any\nnational  securities  exchange or any  requirements  under any law or regulation\napplicable to the issuance or delivery of such shares.  The Company shall not be\nobligated  to issue or deliver  any shares of Stock if the  issuance or delivery\nthereof  shall  constitute  a violation  of any  provision  of any law or of any\nregulation of any governmental authority or any national securities exchange.\n\n         3.  Withholding of Tax.  To  the   extent  that   the  receipt  of  the\nRestricted Shares or the lapse of any Forfeiture  Restrictions results in income\nto Employee for federal or state income tax purposes,  Employee shall deliver to\nthe  Company  at the time of such  receipt  or lapse,  as the case may be,  such\namount of money or shares of  unrestricted  Stock as the  Company may require to\nmeet its withholding  obligation under applicable tax laws or regulations,  and,\nif Employee  fails to do so, the Company is authorized to withhold from any cash\nor Stock remuneration then or thereafter payable to Employee any tax required to\nbe withheld by reason of such resulting compensation income.\n\n         4.  Status of Stock.  Employee agrees  that the  Restricted Shares will\nnot be sold or  otherwise  disposed of in any manner  which would  constitute  a\nviolation of any  applicable  federal or state  securities  laws.  Employee also\nagrees (i) that the  certificates  representing  the Restricted  Shares may bear\nsuch  legend or  legends as the  Company  deems  appropriate  in order to assure\ncompliance with applicable  securities laws, (ii) that the Company may refuse to\nregister the transfer of the Restricted  Shares on the stock transfer records of\nthe  Company  if such  proposed  transfer  would be in the  opinion  of  counsel\nsatisfactory to the Company constitute a violation of any applicable  securities\nlaw and (iii) that the Company may give  related  instructions  to its  transfer\nagent, if any, to stop registration of the transfer of the Restricted Shares.\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\n\n                                       3\n\n\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         8.  Governing Law.  This Agreement  shall be governed by, and construed\nin accordance 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                                                       David J. Lesar\n                                              Chairman of the Board, President\n                                                 and Chief Executive Officer\n\n\n                                       -------------------------------\n                                       Employee\n\n                                       4\n\n\n                           RESTRICTED STOCK AGREEMENT\n                                     (Date)\n                                     (Name)\n                                    (Shares)\n                             Ten year vesting period\n\nPlease Check Appropriate Item (One of the boxes must be checked):\n\n            I do not desire  the alternative  tax treatment provided  for in the\n    --------                                                         \n            Internal Revenue Code Section 83(b).\n\n            I do desire the  alternative tax treatment  provided for in Internal\n    -------*\n            Revenue Code Section 83(b) and desire that forms for such purpose be\n            forwarded to me.\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\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------------------------------------            --------------------------------\nAddress (Street or P. O. Box)                   Birth Date\n                                                Month\/Day\/Year\n\n------------------------------------            --------------------------------\nAddress (City and State\/Province)               Name of Employer (Business Unit)\n\n------------------------------------            --------------------------------\nAddress (Postal Code, Country)                  Payroll ID Number\n\nUnited States Citizen:  Yes    No\n                           ---   ---            --------------------------------\n                                                Day phone Number\n\nE-mail address:\n               -----------------------------------------------------------------\n\n\n              PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.\n\n                                       5\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-39840","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\/39840","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=39840"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39840"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39840"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39840"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}